Legal Question in Business Law in New Jersey

Re: Contract validity w/ board approval but w/o board signature

In New Jersey, like in many states, many types of contracts do not need a signature to be enforceable. In addition, usually an officer signs a contract and not a Board Member although they may approve same through a resolution with our without a meeting. Many day to day contracts do not have to be approved by the Board; those occurring in the ordinary course of business. Usually only big or serious contracts have to be approved.

Re: Contract validity w/ board approval but w/o board signature

It depends.

What is necessary for a contract is a "meeting of the minds", and an AGREEMENT to the terms and consditions. Generally contracts fall under the Statute of Frauds, which requires contracts to be in writing and signed. Are you saying no one with authority to sign, signed the contract? If it is unsigned, it will likely be unenforcable, UNLESS, there was detrimental reliance by you.

There are questions as to what the by-laws of the company you were contract with requires. If (for example) their by-laws require a majority vote for any contract over $50,000, the contract is $50,001, and there was no vote before they made the original agreement with you, then the contract is invalid. Off the top of my head, the only arguement you may be likely to have may be detrimental reliance.

Detrimantal reliance means that you changed your position based upon their promises. In other words, changed your position because of the contract promises, and that your changing of your position was reasonable. Maybe you ordered the material for the contract, or hired personnel, or gave up another opportunity, signed contracts with others that you are bound to, etc., so that you would be able to perform under the contract.

There are a LOT of questions here. This is a very complicated issue, and very fact specific. I'd have to know the whole picture to properly advise you. You REALLY need an atty to look at the entire picture. If enforcing the contract is valuable to you, it's valuable enough to take it to an atty.

Good luck to you.

Kevin J. Begley