Haight v. Sahler , 30 Barb. 218 ( 1859 )

By the Court, E. Darwin Smith, J.

The referee by whom this cause was tried, has put his decision expressly on the case of Randall v. Van Vechten and others, (19 John. 60.) In that case the defendants were a committee of a municipal corporation, and contracted for work to be done for the benefit of their principals, the city of Albany, by agreement under their private seals. In this case, the committee have contracted in like manner for a religious corporation. There is nothing, I think, in the point that the defendants, in the case of Randall v. Van Vechten, were public agents. They were agents of a corporation just as liable to be sued as any private corporation. The irresponsibility which protects public officers, and other agents of government, acting witnin the scope of their authority, does not apply in favor of the agents of such corporations. Persons assuming to contract as agents for corporations, as well as for individuals, must see to it that their principals are legally bound by their acts ; otherwise the law holds them individually responsible. (4 Mass. Rep. 595. White v. Skinner, 13 John. 307. Story on Agency, §§ 185 and 204. Meech v. Smith, 7 Wend,. 315. Paley on Agency, 386.) This is a cardinal and fundamental rule in the law of agency. The contract in this case, as much as that in the case of Bandall v. Van Vechten, it is perfectly evident, was in fact made exclusively for the benefit of the corporation. It appears upon its face that the 250,000 brick, which the plaintiff was to manufacture and deliver under the contract, “ were to be of good quality, and suitable for its intended purpose, such as the defendants, or their successors or assigns might accept, for putting in the walls of the building of said collegiate institute,” of which the defendants are therein described as the building committee. It also appears in this case—in which respect it differs from that of Bandall v. Van Vechten—that the defendants, before the making of the contract, were expressly authorized by the resolution, duly passed by the board of trustees of the corporation, “ to contract for the furnishing the materials and doing the work necessary to be furnished and done in erecting the said institution, and also in superintending the building thereof.” If this contract were by parol, no doubt, I think, would exist, or question be made, in respect to its being a valid and binding contract of the corporation. The fact that the defendants sealed it with their seals creates all the difficulty in the case. As a deed, it is not the deed of the corporation, confessedly. It is not signed by the appropriate officers of the corporation, and is not under the corporate seal. An action of covenant, according to the former names and forms of actions, clearly would not lie on it against the corporation. Strict principle I think would require, in the practical application of the rule, that the agent must see to it, in making his contract, that he binds his principal—that he binds such principal in the manner and form in which he contracts, so that the other party to the contract may have his appropriate remedy by action in form on the contract itself. But this rule has been departed from too long, and in too many cases, for any but a court of ultimate review and of final decision to return to first principles. The case of Randall v. Van Vechten is a distinct departure from this principle. It holds that assumpsit lay against the principal in that case, on the contract. This case was distinctly approved, and its doctrine in this particular reasserted' in Dubois v. The Delaware and Hudson Canal Company, (4 Wend. 288.) In that case the contract was also under seal. Judge Marcy says : “ The contract was not binding on Warts (the agent) individually, it appearing that he had authority from the defendants to make it. Although it was under the seal of the defendants’ agent, his seal was not the seal of the corporation, and the proper form of action against the defendant was assumpsit.” The principle of the case of Randall v. Van Vechten is also expressly approved in the case of Brockway v. Allen, (17 Wend. 40 ;) also in Gale v. Nixon, (6 Cowen, 448 ;) Hicks v. Hinde, (9 Barb. 529 ;) Stanton v. Camp, (4 id. 276 ;) and 1 Kern. 200. And the same principle is asserted in 7 Cranch, 299, and 2 Pick. 352. The principle upon which these cases all rest is, that the contract in question was in fact authorized by the principal, and that a seal was unnecessary to its validity. (22 Wend. 335. Lawrences. Taylor, 5Hill, 107. 19 N. Y. Rep. 315.) This question is very elaborately discussed, and all the authorities on the subject examined, by Judge Paige in Worrall v. Munn, (1 Selden, 229,) in which the case of Randall v. Van Vechten is also cited with approval. In Ford v. Williams, (3 Kern. 585,) the same principle is reasserted. In that case the defendant, having an authority by parol, executed a bond of indemnity under seal. The court of appeals held the bond valid as a simple contract. , Upon the authority of these cases, the Wayne County Collegiate Institute was clearly liable on the contract described in the complaint in this action, notwithstanding the seals of the defendants were affixed thereto. They were superfluous, not in any way essential to the validity of the contract. Prima facie the defendants were liable personally on the contract, as was the case in Taft v. Brewster, (9 John. 334;) White v. Skinner, (13 id 310;) and Brockway v. Allen, (17 Wend. 40;) and in many other similar cases. But the defendants have shown that they were fully authorized in fact to make the contract a priori, and that it was ratified in fact by the corporation by making several payments thereon, and otherwise. It is very'obviously true, that an agent may make himself personally liable on a contract made for the benefit of the principal, and this he will do if he contracts in his own name, and his principal is unknown. But when the relation of principal and agent is known to exist, and the fact that the agent is acting solely for the benefit of such principal, the agent will not be bound unless the credit is given to him expressly and exclusively, and it was clearly his intention to bind himself personally. (Stanton v. Camp, 4 Barb. 275. La Farge v. Kneeland, 7 Cowen, 456. Story on Agency, § 261. Bradford V. Eastburn, 2 Wash. C. C. Rep. 219.) The defendants in this case clearly did not indend to incur any personal liability. They describe themselves as a building committee, and covenant in that capacity, and sign by that name. The plaintiff has a complete remedy upon this contract for whatever is due him thereon. The judgment therefore should be affirmed.

[Monroe General Term, December 5, 1859.

T. R. Strong, Welles and Smith, Justices.]