contract-law ontario
Condo contract without record of it in the board minutes
<p>In Ontario, if a previous board entered into a contract and there are no minutes showing a vote to accept it, can the corporation get out of the contract? </p>

<p>If a person with <a href="https://legal-dictionary.thefreedictionary.com/Ostensible+authority" rel="nofollow noreferrer">ostensible authority</a> to bind the corporation does so then the corporation is bound. </p>

<p>If that person lacks the <a href="https://legal-dictionary.thefreedictionary.com/Actual+authority" rel="nofollow noreferrer">actual authority</a> that is a matter between them and the corporation: it cannot be used as grounds to invalidate the contract with a third party. </p>

<p>You can see why it has to be that way because otherwise, every time you wanted to buy something you would have to make sure the person was authorised by their employer to sell it - your groceries, a coffee, a Boeing 777 ...</p>
