Wall Street Exchange Building Ass'n v. New York & Western Consolidated Oil Co.

Appellate Terms of the Supreme Court of New York

Wall Street Exchange Building Ass'n v. New York & Western Consolidated Oil Co.

109 N.Y.S. 18

CourtAppellate Terms of the Supreme Court of New York

DecidedMarch 5, 1908

StatusPublished

Cited by1 cases

This text of 109 N.Y.S. 18 (Wall Street Exchange Building Ass'n v. New York & Western Consolidated Oil Co.) is published on Counsel Stack Legal Research, covering Appellate Terms of the Supreme Court of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Wall Street Exchange Building Ass'n v. New York & Western Consolidated Oil Co., 109 N.Y.S. 18 (N.Y. Ct. App. 1908).

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Opinions

BISCHOFF, J.

The defendant corporation should have been per-to prove at of the plaintiff was informed that the premises were not to be used by this corporation, but by another and distinct concern. While, undoubtedly, the defense of ultra vires could not prevail as against the apparent obligation of a contract entered into by its executive officers and relating to a subject connected with the ordinary prosecution of the corporate business (Hall v. Herter Bros., 90 Hun, 280, 35 N. Y. Supp. 769), a party who deals with the agents of the corporation, and accepts their assertion of authority, while having ground to believe that they have none, necessarily takes the risk which would attend the failure of authority. The ruling of the justice, that the written contract could not be affected by oral statements made at the time of its execution, proceeded upon the theory that the writing was the defendant’s contract—a fact, however, which depended upon such proof as the parties might offer upon the question of agency in the individuals who executed it.

The judgment must be reversed, and a new trial ordered, with costs to appellant to abide the event.

GILDERSLEEVE, P. J., concurs.

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BISCHOFF, J.

The defendant corporation should have been per-to prove at of the plaintiff was informed that the premises were not to be used by this corporation, but by another and distinct concern. While, undoubtedly, the defense of ultra vires could not prevail as against the apparent obligation of a contract entered into by its executive officers and relating to a subject connected with the ordinary prosecution of the corporate business (Hall v. Herter Bros., 90 Hun, 280, 35 N. Y. Supp. 769), a party who deals with the agents of the corporation, and accepts their assertion of authority, while having ground to believe that they have none, necessarily takes the risk which would attend the failure of authority. The ruling of the justice, that the written contract could not be affected by oral statements made at the time of its execution, proceeded upon the theory that the writing was the defendant’s contract—a fact, however, which depended upon such proof as the parties might offer upon the question of agency in the individuals who executed it.

The judgment must be reversed, and a new trial ordered, with costs to appellant to abide the event.

GILDERSLEEVE, P. J., concurs.

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Bluebook (online)

109 N.Y.S. 18, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wall-street-exchange-building-assn-v-new-york-western-consolidated-oil-nyappterm-1908.

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