dissenting:
Winiker Lumber Company, Incorporated, was an entity separate and apart from the individuals who owned its stock. At the date of the agreement of January 17, 1955, its stock was owned 200 shares by Mrs. Winiker, 25 shares by Mrs. Talbert and 25 shares by Winiker. The Corporation made no promise to pay to its majority stockholder $40 a week for doing nothing. This promise was made by “the parties of the first part,” who were Talbert and his wife and Winiker. They, says the contract, “agree among themselves” in consideration of their “feelings of gratitude” to their mother and as “operators of the Winiker Lumber Company, Inc.,” to list their mother on the payroll of the Corporation and “pay to her a salary of at least $40.00 per week,” whether she continued to be a stockholder or not.
In plain words this is an agreement by the Talberts and Winiker to pay. Not then, nor thereafter, did the Corporation by any action of its officers, directors or stockholders agree to give away $40 a week to one of its stockholders as long as that stockholder should live, and whether she continued as a stockholder or not. No promise was made or purported to be made by the Corporation in the beginning, and nothing done or said by the individuals who made the promise in an agreement “among themselves” can have the effect of putting upon the Corporation an obligation it has never made or assumed. The Corporation made no promise, received no benefit, and in our opinion *817incurred no liability under this private agreement expressly said to be among its individual signers.
Nor, we think, was the Corporation made liable on any theory of ratification of an agreement which it did not make, based on the actions of the individuals who made the contract in using the funds of the Corporation to pay their own obligation.
In our opinion the trial court decided correctly and its decree should be aifirmed.
Chief Justice John W. Eggleston joins in this dissent.