Gerfish Realty Co. v. Dowd — 248 N.Y. 539

Majority

p. 539

Gerfish Realty Company, Inc., Appellant, v. James J. Dowd, Respondent.

Headnote

Vendor and purchaser — contract — validity of contract of corporation when signed simply with the name of its president and his seal.

Gerfish Realty Co., Inc., v. Dowd, 222 App. Div. 690 , reversed.

(Argued April 5, 1928;

decided May 1, 1928.)

Appeal, by permission, from a judgment of the Appellate Division of the Supreme Court in the second judicial

p. 540

department, entered December 2, 1927, unanimously affirming a judgment in favor of defendant entered upon a dismissal of the complaint by the court on trial at Special Term. The action was to compel specific performance of a contract to convey real property. The contract opened as follows:

“ Agreement, made and dated May 8, 1926, between James J. Down, of 396 Van Burén Street, hereinafter described as the seller, and Gereish Realty Co., of 6923 Third Ave., Brooklyn, N. Y., hereinafter described as the purchaser,” and ended:

“ Witness the signatures and seals of the above parties.

“ In the Presence of:

“ James J. Dowd,

“ Wm. J. McAllister (l. s.)

“ Max Fishelman,

“ (l. s.) ”

It was admitted that Max Fishelman was president of the plaintiff corporation, but the trial court held that the contract had not been signed by the plaintiff or by any officer thereof in its name.

Herman A. Gray and Charles Gottlieb for appellant.

Arthur J. Stern for respondent.

Judgment of Appellate Division and that of Special Term reversed and judgment directed in favor of plaintiff for the relief demanded in the complaint, with costs in all courts, on the ground that the contract in suit as appears upon the face thereof was made by the plaintiff corporation and not by its president individually.

Concur: Cardozo, Ch. J., Pound, Crane, Andrews, Lehman, Kellogg and O’Brien, JJ.