A corporation owned a parcel of vacant land on which it stored its construction equipment. The land was not large enough for the requirements of the…

A corporation owned a parcel of vacant land on which
it stored its construction equipment. The land was not
large enough for the requirements of the company.
When the adjoining landowner expressed a desire to
purchase the property from the company, the directors
informally considered the offer and agreed to sell the
land for $150,000. No directors’ meeting was held to
formally deal with the matter. However, the secretarytreasurer, on the basis of the informal agreement
amongst the directors, contacted the offeror and
advised him of the price. The price was acceptable to
the purchaser, so the secretary-treasurer then drew
up a written purchase agreement that he signed on
behalf of the corporation in his capacity as secretarytreasurer. The purchaser also signed the document.
The directors later decided not to carry through
with the sale, and the purchaser brought an action
against the corporation for specific performance of
the contract.
What defences might be raised by the corporation in this case? What legal principles are involved?
Render a decision

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