Clark v. Clark

• Citation: 118 N.Y. 563,23 N.E. 891
• Parties: CLARK v. HYATT. HYATT v. CLARK.
• Decision Date: 25 February 1890
• Court: New York Court of Appeals

118 N.Y. 563

23 N.E. 891

CLARK

v.HYATT.

HYATT

v.CLARK.¹

Court of Appeals of New York,

Second Division.

Feb. 25, 1890.

Appeals by Elizabeth A. L. Hyatt from two several orders of the general term of the superior court in the city of New York, which respectively reversed separate judgments in her favor entered upon the decision of the court at special term.

These are cross-actions between the same parties, tried together, and submitted upon the same evidence. The findings are the same in each, except as to matters purely formal. The action brought by Mr. Clark was for the specific performance of a clause in a lease between the parties which provided for the renewal thereof upon the expiration of the first term of five years. The action brought by Mrs. Hyatt was to annul and cancel said lease upon the ground that her agent had exceeded his authority in executing and delivering it. On the 2d of January, 1880, Mrs. Hyatt, who was then in England, appointed her brother, Arthur Lake, her agent to manage and conduct her property and affairs in the United States; to sell and dispose of all or any part of her real or personal estate; to convey and assign the same to the purchaser or purchasers thereof; to receive and recover all sums of money due, or to become due, to her; and to sign, seal, and execute all such agreements, conveyances, assurances, acts, deeds, matters, and things as should be required. The appointment was by a written instrument, duly signed, sealed, and acknowledge. About January 15, 1880, negotiations were begun between Mr. Clark and Mr. Lake in relation to a lease of certain premises belonging to Mrs. Hyatt, known as ‘No. 25 Waverly Place,’ in the city of New York. Clark raised the question whether Lake was authorized by said power of attorney to give a lease, and wished him to cable for additional authority; but he did not do so, as he had written to Mrs. Hyatt about the offer made, and his letter was about due. Pending an answer to his letter, and about January 29th, the lease in question was signed by Lake, as attorney for Mrs. Hyatt, the lessor, and by Clark and one Gardner, as lessees. Lake then handed the lease to Clark, for himself and Gardner; but, as the court found, ‘Clark did not accept the delivery of the lease, but postponed his decision as to accepting or not accepting until he should hear further from’ Mrs. Hyatt. On the 7th of February, Mrs. Hyatt sent a cable message to Lake in these words: ‘Your powers attorney canceled. Sign no lease.’In a day or two Lake showed this message to Clark, and requested him to cancel ‘the matter of the lease and letting so far as the same had proceeded;’ but he refused, saying that he would take any risk there might be. He thereupon filed his lease for record, and took possession of the premises. Lake did not report to his sister that the lease had been ‘executed in any sense conditionally, or that Clark had not accepted delivery before the receipt of the message;’ but he informed her that it was signed January 29th, that it was valid, and that it could not be canceled or avoided. Mrs. Hyatt did not know that there had been any condition connected with the delivery of the lease until November 10, 1884, when she heard of it through Lake. In the mean time she had accepted the rent reserved by the lease as it became due in quarterly payments, the first payment having been made May 1, 1880. The lease provided for an annual rental of $2,000 for five years, with the right of renewal for a second and third term of five years each, at $2,500 per year during the former and $3,500 per year during the latter. The lessees were to expend not less than $2,000 during the first six months in improving the premises; and they, in fact, expended more than $4,000 for that purpose. Before the commencement of this litigation, Clark, having first acquired all of Gardner's interest in the lease, gave due notice of his election to continue as tenant for another term of five years.

Wlliam Man, for appellant.

Joseph H. Choate, for respondent.

VANN, J., ( after stating the facts as above.)

We do not deem it important to decide whether the power of attorney authorized Mr. Lake to execute the lease in question or not, because, in either event, the same result must follow, under the circumstances of this case. If, on the one hand, he acted without adequate authority in giving the lease, both the lessor and the lessee knew it; for both knew the facts, and both are presumed to have known the law, and the former, at least, had an absolute right to disaffirm the contract. As she knew the contents of the power of attorney and the lease, and that the latter was executed by her agent in her name, it was not necessary that she should be informed of the legal effect of those facts. Kelley v. Railroad Co., 141 Mass. 496, 6 N. E. Rep. 745; Lime Co. v. Green, L. R. 7 C. P. 43; Mechem, Ag. § 129. Whether influenced by caprice or reason, if she had promptly notified the lessees tht she repudiated the lease because her agent had no power to execute it, their rights would have been forth with terminated, and they would have had no lease. The right to disaffirm on one tenable ground would, if acted upon, have been as effective as the right to disaffirm upon all possible grounds. Under the condition supposed, the law gave her the same right to disaffirm, without any agreement to that effect, that she would have had if her agent, being duly authorized to lease, had expressly provided in the written instrument that she could disaffirm if she chose to do so. Therefore, by accepting the rent of the demised premises for more than four years without protest or objection, she ratified the lease as completely as she could have if she had known of two grounds upon which to disaffirm, instead of only one. Two grounds could not make the right any more effectual than one. If she had the right at all, the number of grounds upon which she could justify its exercise is unimportant. Her ratification was none the less complete because, being unwilling to run the risk of a doubtful question of law, she did not at once act as she would have acted if she had known all of the facts. As said by the court in Adams v. Mills, 60 N. Y. 539, ...