Harold Dondis, High Powered Corporate Lawyer

Although there are many chess-playing lawyers, for example Harold Winston is a public defender, there are none so distinguished in Corporate Law as Harold Dondis.

For example, Harold Dondis argued orally before the United States Supreme Court in the case of Federal Energy Administration v. Algonquin SNG, Inc., 426 US 548 (1976). In that case, Harold Dondis argued on behalf of eight states and their governors, plus a number of utility companies.

The brief filed by Harold Dondis with the United States Supreme Court has been published and can be found at 49 Lawyer's Edition Second Series 1274.

While Dondis lost that case in a rare opinion by Justice Marshall regarding corporation law, it is clear that the reason why Dondis lost was that Justice Marshall always sided with the federal government against the states because Marshall felt that the states often denied racial minorities their civil rights.

At the just conclude USCF delegates meeting in Framingham, an issue was raised concerning whether it was illegal or improper for George DeFeis to sign a two-year contract with Games Parlor without either showing the contract to the USCF Executive Board or obtaining the consultation and advice of legal counsel.

Dondis has expressed the opinion that the actions of DeFeis were improper, because this was a major contract which could not have been signed without the board seeing and passing upon it first.

Sam Sloan

Date: Sun, 19 Aug 2001 19:26:54 -0400
To: Sam Sloan samhsloan@yahoo.com
From: Harold Dondis
Subject: Re: Harold Dondis, High Powered Corporate Lawyer

Sam, I would like to clarify your e-mail to me.

As for the case I lost, the decision of Justice Marshall was not in my view based on any animus toward the States based on their civil rights record. The decision was by a unanimous Court which wished the President to have broad tariff powers. The unfortunate part of this case was that the Court held that Congress could delegate the taxing power to the President, using the standard of public interest, a standard so vague as to be indecipherable. The oil tariff was largely withdrawn during the litigation.

As for the validity of the Games/Parlor contract, I cannot give an opinion without knowing all the facts, and hence should not be quoted that the contract is illegal. Ordinarily a corporate officer would have no implied authority to execute a major contract unless he is given explicit authority by the Executive Board. This can take the form of a prior vote defining the Officer's powers as including the power to make contracts, or an actual vote at a meeting of the Board authorizing the particular contract in question, provided that the substance of the contract or a draft is placed before the Board. Sometimes it is necessary to give general authority to an officer to make amendments to a particular draft. A majority of the Board cannot act without a meeting, for informal action deprives the minority of a right to consider the contract and discuss it.

Even when a contract is without authority, some Courts might hold that a third person contracting with the corporation without knowledge of the lack of authority can enforce the contract. It is not my province to give an opinion on the validity of USCF contracts, and I do not have the facts to do so.

Harold Dondis

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