Soteriades v. Wendy's of Ft. Wayne, Inc. - 34 Ohio App. 3d 222, 517 N.E.2d 1011 (1986)

Rule:

The minutes and resolutions adopted by a board of directors of a corporation can constitute a sufficient memorandum to meet the writing requirement of the Statute of Frauds.

Facts:

Christopher P. Soteriades alleged that he was hired by defendant, Wendy's of Ft. Wayne, Inc., on or about June 15, 1980, at a salary of $ 40,000 per year, with $ 10,000 thereof to be set aside to purchase stock in the corporation, with a proviso that, if the business were sold in less than one year, plaintiff would receive an additional year of salary and an option to purchase stock. The complaint alleges that, on January 8, 1982, defendants Clarence E. and Richard C. Fox took over management of defendant Wendy's of Ft. Wayne, Inc. and "agreed to honor the balance of plaintiff's employment contract with the corporate defendant." It is further alleged that plaintiff's employment was terminated by defendants effective March 1, 1982, even though the term of employment under the employment agreement continued through June 15, 1982. Defendants filed an answer specifically admitting the allegations of paragraphs four and five of the complaint, including the allegation that defendants agreed to honor the balance of plaintiff's employment contract, and denying every other allegation of the complaint. As a second defense, defendants raised the issue that plaintiff's claim is barred by the Statute of Frauds requiring certain agreements to be in writing. Defendants also alleged as a third defense that the employment was one for employment at will.

Issue:

Was Soteriades’ claim barred by the statute of frauds?

Answer:

No

Conclusion:

The court concluded that unsigned board meeting corporate minutes, together with a signed stock purchase agreement, met the writing requirement of the statute of frauds. The stock purchase agreement expressly referred to the board meeting. By the stock purchase agreement, the employee agreed to purchase 20 shares of stock at $ 338.00 per share, per bi-weekly pay period. The court ruled that there was an express reference in this agreement to the employers' employment of the employee by the reference to the bi-weekly pay periods.