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Show PAGE corporate defendant, it should be shown chat it was made on its behalf by someone who had authority to act for it. This authorization may be proved by showing that die officer was expressly authorized, or that the act was fairly within the implied powers incidental to his office, or that the corporation was estopped to deny his authority by reason of having accepted the benefits of the contract. Second, the mere affixing of the signatures to the document did not conclusively prove that there was a binding contract. In addition, there must be a delivery, not in the traditional sense of a manual transfer, but In the sense that it was the intent of the parties to have file document become legally operative at some definite point in time, however such intent might be indicated. In The Supreme Court Of The State Of Utah the lot owners within the subdivided areas of the tract, the water system. The trial court declared plaintiff was the owner of the water system, including all storage tanks, conduits, and other personal property utilized for transmission of water from the sources under plaintiff's water rights to the lots within the subdivision as the same were installed and existing as of May, 1962, together with' such additions and improvements incorporated into the system since that date. Plaintiff was further granted easements, over the tract for all purposes related to maintenance of the water system. The trial court declared that plaintiff might shut off the water to any lot whose owner failed to pay membership dues and assessments for plaintiff's costs in carrying on its corporate business. Defendant was restrained from making any attachment to or modifying the water system except under any terms of an agreement with plaintiff, provided that this restraint should not be construed to impede in any way defendant's access to the source of any water to which it had or might establish a right. Finally, defendant contends that the trial court erred in its determination that defendant must guarantee file duties which plaintiff owed to its members and that defendant was estopped from denying that plaintiff was its agent. trial court proceeded on the theory that the developer had a continuing duty to maintain the roads and water system within the tract and that defendant, as successor in interest to the developer, assumed these responsibilities. However, since the developer had delegated these duties to plaintiff, it became defendant's agent, and defendant was obligated to guarantee the performance of the duties by plaintiff to its members or other lot owners. The a Defendant contends that the trial court erred in its finding that exhibit was a binding contract and in ordering the conveyance of the water system to plaintiff. 15 There is no evidentiary or legal basis to sustain the determination of the trial court. The uncontroverted facts adduced at trial establish that exhibit 15 never became a binding contract and that it was never authorized by defendant's board of directors. Mr. Stahr, who signed in behalf of plaintiff, was, on the date of the alleged execution, an executive officer of both corporations. He testified that the agree- - ' ment was never approved by defendant, that it was signed by Mr. Farmer without any authorization of defendant, and that the agreement was never delivered to him as a representative of plaintiff. Mr. Farmer testified that at the time he affixed his signature to the document, he was treasurer and a director of defendant, but at the time of trial, he had no interest in defendant. Mr. Farmer testified that he had signed the document in an attorney's office but that defendant's board of directors declined to accept the agreement and had not authorized the delivery of the document to plaintiff. Mr. Farmer explained that following a meeting at a documents on the back of his automobile and had driven away. The portfolio was lost and never subsequently recovered by him. Significantly, plaintiff never proffered any explanation as to the manner by which it gained possession of the document. The minutes of defendant's board of directors were admitted into evidence, and there was no entry indicating that exhibit 15 had been authorized or approved. Furthermore, the conduct of plaintiff subsequent to the alleged date of execution was inconsistent with its claim that it had a valid and binding contract to acquire the water system. 15 MONDAY, APRIL 30, 1973 THE DAILY RECORD FOUR There are two aspects which negate the trial court's finding that exhibit was a binding contract. First, to prove that the contract was binding on the The judgment of the trial court is reversed, and this cause is remanded an with order to enter judgment in accordance with this opinion. Costs are awarded to defendant. WE CONCUR: F. Henri Henriod, Justice A. H. Ellett, Justice R. L. Tuckett, Justice J. Allan Crockett, Justice, concurs in the result. 6. Memorial Hospital Association v. Pacific Grape Product Co. , 45 C. 2d 634, 290 P. 2d 481, 482-48- 3, 50 ALR2d 442 (1955). 7. Yee v. Oka mo to, 45 Haw. 445, 370 P.2d 463, 466 (1962). NEW CORPORA TIONS - J.B. 59333 PET CORP. 537 S. Orem; Edward G. Jacob 1619 W. 120 S. Provo; page A. Crandall, 755 W. 2100 N. Provo; State St. William Brown, 1238 E. 640 S. Provo; Edgel F, Liechty, 214 S. 1860 W. Provo; James K. Clark 965 E. 300 W. Jr., N. Sprlngvl; 59334 - MAERICAN Jr., WESTERN CONTRACTORS, INC., 220 W. 6400 S. SLC; Ralph R. Moffat, 220 W. 6400 S. SLC; Ralph W. Moffat; Julie Ann Moffat; - 59335 L & L ALTO WRECKING 429 Trmn Awe SLC; Henry W. Lund, 429 Trumn Ave SLC; BIG CO., INC., unior ASPHALT PAVING 4269 S. 2350 W. Roy; Payne, 4269 S. 2350 Abraham Buckway, 5408 Dr. Ogdn; Roy E. Cottam, 2307 C. Ave Ogdn; A.' - INC., - OQUIRRH 2330 S. Main SLC; Larry T. Hutchings, 2330 S. Main SLC; Hutchings; Ethel M. 59339 - YOUTH DEVELOPMENT ENTERPRISES, 1153 2nd Ave SLC; Ross L. Olsen, 1153 2nd Ave SLC Marjorie C. Osen, 1153 2nd Ave SLC; Vernon Olsen, 348 E. 2nd N. Rigby Ida; 59340 - UNITED SALES ASSOC. 3063 E. 3215 S. SLC; Anthony Wanlass, 3063 E. 3215 S. SLC; Annette P. Wanlasa, 3063 E. 3215 S. SLC; Larry Hunka, 7266 S. 245 E. Mdvl ; J. 59341 - ZION SUMMIT, INC., 345 S. State St. SLC; Robert K. Busch, 2985 Robidoux Rd. Sndy; Wallace V. Jacobson, 3585 S. 2245 E. SLC; Tom W. James, 2865 Etienne Way Sndy; - STOWE 2182 W. 5600 S. Roy; Daniel L. Murdock, 1396 Melonle La. Syracuse; Dean Anderson, 937 Cook St. Ogdn; - MONROE SPRINGS HOT INC., P.0. Box "B" Monroe; Karl G. Mecham, P.O. Box "B" Monroe; Lavada B. Mecham; Norris Jensen; 59345 - UTAH COMMODITY FUND,. ; 320 Cntntl Bk Bldg. SLC; Michael T. McCoy, 690 E. SLC; Jerl S. INC., 345 S. Stat Only Michelin makes Turnbow, 3378 S. 4th E. SLC; Susan E. Tillman, 1042 E. 2nd S. SLC; the steel-belte- d radial designed exclusively for Imported cars. 59346 - UTAH CO "M0DITY MANAGE1320 Contntl Bk Bldg SLC; Michael T. McCoy, 690 E. MENT, SLC; Jerl S. Turnbow, 3378 S. 4th E. SLC; Susan E. Tillman, 1042 E. 2nd S. SLC; 59347 - R.S.D.G, , INC. 1801 N. State P.O. Box 1143 Provo; 1 Box 322 G. Sprngvl; Stephen Stewart, 1380 Oak Crst La. Provo; Darcy Allen Stewart, 255 N. 1600 W. Provo; David R. Stewart, 865 1250 W. Provo; Jordahl; Theron B. Hutchings; 59342 ACTIVE MOBILE HOME Gilbert Stewart, Rt. HILLS, INC,, 11 Roger K. - INC., 1396 Melonle La. Syracuse; Harrell Wayne Kate, Brittany Dr. PETITION FABRICS, 3957 Pharoah Rd. SLC; CO Glen A. Barnes, 3957 Pahroah Rd. SLC; Susan J. Barnes, 3957 pahroah Rd. SLi; Kay Dimond, 2863 W. 7800 S. SLC; 59338 59343 SERV Brittany Dr. W. Roy; S. Wbr 59337 Waters; 59344 1457 Major St. SLC; Jimmy W. Lund, 2240 Lauri Kay Dr. SLC; Jack Robert Lund, 122 S. 300 E. SLC; Henry W. Lund, - SLC; RESORT INCORP, 59336 Louia Schreiber, 11IU Miami Florida; Ave Brickell S. Smith, 1110 Brckell Forney Ave Miami Flor; Marilyn C. St. 59348 - JOHN SHORT N ALSO a complete stock of AND ASSOC. 525 E. 3rd S. SLC; John Short, 525 E. 3rd S. SLC; Jeffrey Harris, 178 E. 3160 S. SLC; Stephen C. Pace, 840 Prk St. SLO; Mary Ellen Sloan, INC. 2253 E. 7150 59349 - S DEVENCO-UTA- SPORTS CAR. radials for your.... CAMPER, AND COMPACT PLUS, BREWER'S SPECIAL TIRE CARE SERVICE, INCLUDING: SLC; H PICK-U- P, steel-belte- d FREE ROTATION EVERY 5,000 MILES FREE ALIGNMENT CHECK ANYTIME FREE MOUNTING AND BALANCE CONSTRCTRf S. Main St. SLC; James E. Hughes, 214 Frmnt Ave Chatham NJ; Emilio A. Dotnlnlanr 5 Sprng Lake Dr. E. White Pins NY; John M. Wyaer-Pratt- e, Saddle Ridge Rd. Pnd Rl(!ge NY; INCORP. 175 1 J.W. BREWER TIRE C1L Bountiful Sail Lake Sega House 2770 So. 300 West 433 So. 500 West 2320 Highland Drive 59350 - CONTRACT DEVELOPERS, INC. 655 Seventh Ave SLC; Douglas C. Matheson, 655 7th Ave SLC; Donald W. Cahills, 9428 Da id St. Sndy; Gordon Knight, 120 "L" St. SLC; 417-101- S. 335 344-432- iViiiii. 292-142- 4 7 7 200 West 417-512- 1 Ogden 2344 Grant Ave. 392-757- 1 17tb 393-044- 1 A Wall |