Commision on Ecumenical Mission & Relations of United Presbyterian Church in United States v. Roger Gray, Ltd. , 34 A.D.2d 94 ( 1970 )

Steuer, J.

Plaintiff is the owner of the premises located at 554 Madison Avenue, having acquired the same by testamentary gift from Vartan H. Jinishian, the sole stockholder of Madison Realty Co. (Madison), the former owner, on May 17, 1966. The corporate defendant Roger Gray Ltd. (Gray) is a tenant of store premises in the building, pursuant to a lease dated March 30, 1964, and expiring January 31, 1971. Defendant has asserted that the term of the lease was extended to January 31, 1974. Plaintiff brought this action for a declaratory judgment adjudicating that the purported extension of lease was of no force or effect and that consequently the lease will expire on January 31, 1971. Plaintiff has had summary judgment.

The purported extension is a letter dated February 14, 1966, and is signed ‘ ‘ Madison Avenue Realty Corporation by Harry Aprahamian, Manager.” It is plaintiff’s contention that this letter cannot effect a modification of the lease because its validity is negated by the Statute of Frauds. Indisputably the extension, to be enforceable, would have to be “ in writing, subscribed by the party to be charged, or by his lawful agent thereunto authorized by writing ” (General Obligations Law, § 5-703, subd. 2). Here the party to be charged is Madison. The letter-extension agreement was signed by it. However, it not being a natural person, some individual must execute the instrument on its behalf. For the instrument to be the act of the corporation, that person must be authorized to do the act of the corporation. Whether or not he has been so authorized must be determined according to the general corporate law and is not affected by the General Obligations Law. Once it is determined that the signer was authorized to sign for the corporation, the corporation has signed and the statute is satisfied.

Attention has been called to certain decisions which bear on the proposition above discussed (Hasenfratz v. Berger Apts., 61 N. Y. S. 2d 12; Klores v. Empire Tit. & Guar. Co., 64 N. Y. S. 2d 477; Terrace Ct. Realty v. Fifth Ave. Realty, 27 Misc 2d 110). All of these deal with the effect of signatures of persons purporting to sign for corporations. A careful reading of these opinions leads to the conclusion that as regards certain corporate officers (and the various courts are not in complete accord as to which ones) the signature is that of the corporation by its alter ego, namely, the officer in question. With others, the authority must be substantiated by proof.

Even if it be assumed that the writing evidencing the claimed extension is signed by an agent as distinct from the corporation itself, issues of fact are presented. There is no requirement in the General Obligations Law that the writing authorizing the agent be embraced in the document which granted the extension. Nor has our attention been called to any binding or persuasive holding that requires the authorization to refer to the specific instance. On the contrary, in other Statute of Frauds situations, authority may be found in extraneous writings (Crabtree v. Elizabeth Arden Sales Corp., 305 N. Y. 48). Of course, it is always a question whether general authority includes the specific instance (Perfetti v. Salvation Army, 31 A D 2d 580). Either way the question is viewed, a factual question is presented.

Order entered September 22, 1969, granting summary judgment should be reversed on the law, the judgment vacated, and the motion denied, with costs and disbursements, to appellants.