Gilson Quartz Mining Co. v. Gilson

By the Court: Judgment and order affirmed. Mr. Justice McEjnstry delivered the following dissenting opinion: I dissent. The resolution of the board of trustees establishes the contract which Raymond was authorized to make on behalf of the corporation, unless, by reason of fraud practiced by Rogers in collusion with Gilson, the resolution fails to present the action of the board. The minutes were entirely under the control of the trustees, who were actually present and supervised the entry, with full knowledge of its contents; of the particulars in which it differed from the conversation between Gilson and Raymond, as reported by the latter, and with their attention directly called to the legal effect of the variance. Under these circumstances I think the corporation ought not to be permitted to deny that the resolution expresses the deliberate purpose of the board.