The opinion
JOHN F. Stroud, Jr., Judge, dissenting. I respectfully dissent from the majority opinion in this case because it is my view that there was an enforceable contract.
Harold Austin, a quadriplegic, owned 995 shares of the stock of the appellee company; his wife, Sylvia Austin, owned the remaining five shares. Sylvia Austin signed the offer and acceptance on behalf of the corporation, and it was established that she had signed other instruments for the company as president due to the inability of her husband to sign papers. It was also established that although the corporation was validly formed, no meetings or minutes were ever prepared or placed in the minute book since the organizational meeting twenty years before.
Appellee admitted in its answer that a contract was entered into on March 23, 1994, but denied that it was valid and binding on the corporation. Mr. Maxwell, a realtor, made an initial contact with Mr. Austin and asked if he would sell the 360-acre farm. Mr. Austin indicated he would sell for the right price. After one offer was refused, another offer was presented by the realtor. The Austins asked him to wait a day, and Mr. Maxwell brought out the offer and acceptance on the following day. Mr. Austin said he didn’t want to do the deal, but his wife said that was ridiculous and signed the agreement. She made copies, kept the earnest money check, and delivered the signed contract to their realtor. Mr. Austin admitted in his testimony that before Mr. Maxwell left, he asked Mr. Austin, “Are you sure this is what you want to do?” and that Mr. Austin did not respond.
In my opinion, there was a valid contract, and if Mr. Austin did not agree, he at least had the obligation to respond to Mr. Maxwell when he asked if that was what Mr. Austin wanted to do. Failure to make any response to such a pointed question either evidences agreement or acquiescence to the execution of the agreement by the corporation. He obviously knew that the realtor would immediately deliver a fully executed copy of the agreement to the buyer. The testimony was that Mr. and Mrs. Austin argued much of the night before the contract was signed as to whether or not the corporation should sell the farm for the increased offering. The court found that Mr. Austin was mad at his wife, and he felt he was being forced into the transaction. That may be so, but the point is that, forced or not, he did allow the corporation to enter into the agreement. The fact that Mrs. Austin did not deposit the earnest money check, that she called the realtor two days later and left a message that they did not want to sell, or that she testified that it was her belief that she could rescind the agreement within three days are of no consequence except as further evidence that there was an agreement.