C.A. Nimocks was a promoter attempting to organize Times Printing Co. (Times) (defendant), a newspaper publisher. On September 12, 1889, Nimocks made a contract on behalf of Times with McArthur (plaintiff). McArthur was to work as an advertising solicitor for a one-year term beginning on October 1, Times’ supposed organization date. Times actually organized on October 16, but McArthur worked from October 1, 1889 to April 1890. Times’ officers were aware of the contract with McArthur but took no formal action to approve or object to the contract. McArthur sued for breach of contract. The jury found in favor of McArthur. Times appealed to the Minnesota Supreme Court.