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?

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    Did a representative of the corporation affirm the contract on behalf of the corporation? Binding actions are binding - that they shouldn't have been made is the maker's problem to sort out by chasing the person who screwed up. Unfortunately it's easier to just bully the other contract party than do that chasing. – Nij Jan 26 '18 at 3:46

If a person with ostensible authority to bind the corporation does so then the corporation is bound.

If that person lacks the actual authority that is a matter between them and the corporation: it cannot be used as grounds to invalidate the contract with a third party.

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 ...

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