Taylor v. R. D. Scott & Co., 149 Mich. 525. In this case the plaintiff sued in assumpsit to recover damages for a breach of an alleged contract entered into between the plaintiff and the trustees of the R. D. Scott Estate. R. D. Scott, who was the principal stockholder in the R. D. Scott & Co. Corporation, died testate, naming in his will, W. R. Scott, F. L. Ward, F. G. Jacobs, E. S. Todd as trustees of his stock in the said corporation. After the said R. D. Scott's death the board of directors of the said corporation was reorganized, and some but not all of the directors were also trustees of the R. D. Scott Estate, holding the stock In trust. On the 19th of March, 1906, the plaintiff made the following proposition in writing upon which he bases his present action: "Pontiac, Mich., 1906. R. D. Scott & Company, E. S. Todd, W. R. Scott, F. E. Ward, F. G. Jacobs, Trustees of the R. D. Scott Estate.

"Gentlemen: I hereby submit to you for your consideration and acceptance the following proposition to purchase the plant, merchandise, and business of the R. D. Scott Company.

"I will purchase the real estate known as the R. D. Scott & Company's factory, situated on the D., G. H. & M. R. R. tracks in the west portion of the City of Pontiac; also the building used in connection as a warehouse, situated on the ground along the D., G. H. & M. R. R. together with all machinery, office fixtures, tools and equipment, and will pay you therefor the sum of $10,000 (ten thousand dollars).

"The real estate referred to above is described as all that part of Out Lot 21 on the northeast quarter of section 32, lying west of Baum and Terbusch's lands, and east by the D., G. H. & M. R. R. right of way. Also Lot No. 7, subdivision of Out Lots 22 and 23, and part of 13, and the southeast quarter of section 29.

"I will also purchase all the material which you may have on hand on the first day of April, 1906, contained in the above mentioned factory and used in the manufacture of your present line of work, and pay you for the same eighty per cent. of the market price of said material.

"Any other material not used in the manufacture of the present line as shown in your present catalogue, you are to remove from the factory by May 1, 1906.

"Any complete jobs which are completed and ready for shipment April 1, 1906, are not to be considered as part of this material, but are to be shipped and billed by you as your property. I will, however, allow you to store them in the factory without expense until you are able to ship the same.

"I am enclosing you my individual check for $5000 (five thousand dollars) to apply on the purchase price when the property is properly deeded and transferred to me. It is my understanding that it will be necessary to have the sale, if made, approved by the probate court. (Signed) C. V. Taylor."

Below and to the left of the agreement are the words "accepted" and under it the names of the four trustees. The trustees filed a bill in chancery and obtained permission from the court to consent to the sale of the property embraced in the written proposition signed by the plaintiff, by the corporation. Shortly after and while negotiations were still proceeding, and before the board of directors had taken any action, the property was destroyed by fire. The defendant trustees then tendered back the plaintiff's check but he claims that there was a completed contract and brings this action for damages.

The court held that there was no valid contract in writing, binding upon the defendant corporation and answering the reuqirements of the statute of frauds. The propo sition itself was addressed to the defendant corporation and also to the four trustees. The only acceptance in writing was a purported acceptance by the trustees.

There is nothing in the acceptance of these trustees to indicate that by their acceptance they were assuming to act as directors of the defendant company. This is a case where no corporate action was formally taken and where there is no written contract purporting to be made on behalf of the corporation; nor is there assent in writing of all the interested parties. Either corporate action, formally taken, or the assent of all the parties in interest is essential to make a valid contract for the sale and disposition of real estate.

Kroll v. Diamond Match Co., 113 Mich. 196. In this case the manager of the defendant company negotiated with the plaintiff for the purchase by the defendant of the plaintiff's interest in certain lands.

The following writing was executed by the manager of the defendant company and delivered to the plaintiff:

"Feby. 28, '94. Draft for $2,000 We will send Wm. Kroll, of Kenton, Mich., on receipt from him of a Q. C. deed based on State T. D. of N. E. 1/4 23-47-40. D. M. Co., by J. H. Comstock, Mgr."

Plaintiff tendered a deed which defendant refused to accept, whereupon plaintiff brought this action for the price of the land. The defense relied on the statute of frauds. The defendant claimed that the execution of the deed in writing amounted to an acceptance of the above quoted offer of the defendant.

The court held that there was no proper acceptance of this offer in writing such as to satisfy the requirements of the statute of frauds. The memorandum here was a mere preliminary negotiation and since not accepted at that time by the plaintiff in writing, a subsequent acceptance on the part of the plaintiff could not bind the defendant; for the original agreement being void, the defendants in order to be bound would have to execute a new agreement.

Shipman v. Campbell, 89 Mich. 82. Plaintiff brought suit against the defendant Campbell for moneys he had paid the defendants on the purchase price of certain real estate. Waterman's Real Estate Exchange carried on the negotiations with the plaintiff for the defendants. The plaintiff agreed to purchase the property for $20,500 and the following alleged contract was executed by the defendant: