Wagner v. Mfrs. Trust Co.
| Decision Date | 25 April 1933 |
| Parties | Robert F. WAGNER, as Receiver of LINCOLN BUILDING, et al., Appellants, v. MANUFACTURERS TRUST COMPANY, Respondent. |
| Court | New York Court of Appeals Court of Appeals |
Appeal, by permission, from an order of the Appellate Division of the Supreme Court in the First Judicial Department (237 App. Div. 175, 261 N. Y. S. 136), entered December 21, 1932, which affirmed an order of Special Term granting a motion by defendant for an order dismissing the complaint. The action was for rent claimed to be due on a written lease under seal entered into between the owner of the building and a corporation known as the C. P. N. Realty Company as tenant. The plaintiff is the receiver of the landlord. The complaint alleged that all of the stock of the tenant was owned by the defendant, and that the lessee corporation was used by the defendant in taking and holding title to real property belonging to it and in leasing branch banking quarters for its use; that the lessee was a mere dummy corporation whose funds were received from the defendant and was engaged in no activities except those on behalf of its owner, the defendant; that at the time of the execution and delivery of the lease it was represented to and agreed with the landlord by the vice-president of the defendant having charge of the matter, who signed the lease as president of the lessee corporation, that the obligations of the tenant under the lease were in all respects the obligations of the defendant, and that the execution of the lease by the lessee corporation as nominal lessee was solely to suit the convenience of the defendant to facilitate its accounting procedure; that the landlord, in executing the lease, relied upon these representations and made no independent investigation and had no information respecting the separate property, if any, or the financial condition or responsibility, if any, of the lessee corporation, ‘and in consideration thereof and for no other reason the said lease was made by the landlord’ with the lessee corporation ‘as nominal sole lessee, but actually said lease was made to and taken by’ the defendant. The complaint further alleged that the property and assets of the lessee corporation were insufficient to pay the obligations incurred in its name, including the obligation under the lease. There were no averments in the complaint of any fraud or fraudulent intent on the part of the defendant when the lease was made.
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