Crowley v. Lewis

• Decision Date: 21 January 1925
• Citation: 239 N.Y. 264,146 N.E. 374
• Parties: CROWLEY v. LEWIS et al.
• Court: New York Court of Appeals Court of Appeals

239 N.Y. 264

146 N.E. 374

CROWLEY

v.LEWIS et al.

Court of Appeals of New York.

Jan. 21, 1925.

Action by E. Chase Crowley against Joseph H. Lewis, Jr., and others. From an order of the Appellate Division (209 App. Div. 903, 205 N. Y. S. 920), affirming an order of the Special Term, granting defendants' motion for judgment on the pleadings, plaintiff appeals by permission.

Order affirmed, and certified question answered.

The following question was certified:

‘Does the complaint herein state facts sufficient to constitute a cause of action against the defendants Frank T. Lewis, Mary A. Lewis, Jane A. Scofield, and Lillian D. Allen?’

Appeal from Supreme Court, Appellate Division, Second Department.

Frederick Behr and E. Chase Crowley, both of New York City, for appellant.

C. P. Lattin, of New York City, for respondents.

ANDREWS, J.

The question involved on this appeal is whether a contract under seal may be enforced against persons not parties to the instrument on the theory that they are undisclosed principals in whose behalf the contract was executed.

‘We find no authority for the proposition that a contract under seal may be turned into the simple contract of a person not in any way appearing on its face to be a party to or interested in it, on proof dehors the instrument, that the nominal party was acting as the agent of another, and especially in the absence of any proof that the alleged principal has received any benefit from it, or has in any way ratified it, and we do not feel at liberty to extend the doctrine applied to simple contracts executed by an agent for an unnamed principal so as to embrace this case.’ Briggs v. Partridge, 64 N. Y. 357, 365,21 Am. Rep. 617.

Neither do we find any authority since 1876 in this court for the proposition. Briggs v. Partridge has been cited by us many times, with no hint of disapproval. Kiersted v. Orange & A. R. R. Co., 69 N. Y. 343, 25 Am. Rep. 199;Beardsley v. Duntley, 69 N. Y. 577;Williams v. Gillies, 75 N. Y. 197;Schaefer v. Henkel, 75 N. Y. 378;Tuthill v. Wilson, 90 N. Y. 423;Whitford v. Laidler, 94 N. Y. 145, 46 Am. Rep. 131;Henricus v. Englert, 137 N. Y. 488, 33 N. E. 550;Elliott v. Brady, 192 N. Y. 221, 85 N. E. 69,18 L. R. A. (N. S.) 600, 127 Am. St. Rep. 898;Case v. Case, 203 N. Y. 263, 96 N. E. 440, Ann. Cas. 1913B, 311. We repeat that we do not feel at liberty to change a rule so well understood and so often enforced. If such a change is to be made it must be by legislative flat.

Certainly nothing was said in Harris v. Shorall (230 N. Y. 343, 130 N. E. 572), which indicated any such disposition upon our part, even had the language there used been necessary for the decision. As there pointed out, the importance of the seal in this state has been much diminished, and we referred to certain cases bearing upon the question as to whether a contract under seal might be varied or discharged by a parol agreement and to some conflict upon this point, and we gave some intimation that we might be ready to follow the suggestion made by us upon this subject in Thomson v. Poor, 147 N. Y. 402, 42 N. E. 13. We had no thought, however, that all distinctions between sealed and unsealed instruments were swept aside. Such an idea would have been impossible if for nothing else because of the rules contained in our statutes with regard to the limitations of actions. Equally impossible is such an idea with...