Sharp v. Mayor of New York

Clerke, J.-

This action must-be regarded either as an action ex contractu for the breach of an implied or an express covenant in the lease, or as an action ex delicto for fraudulent representations.

I. That it is an action ex contractu is, I believe, scarcely pretended. The lease so clearly provides, on the part of the defendants, against any liability of this kind, that it can scarcely be maintained for a moment that such an action could be sustained. The lease demises only so much of the slip as belongs to the lessors, (pp. 110 and 112 of the case,) and in the concluding clauses “ it is mutually covenanted and agreed that these presents are upon the express understanding that nothing herein contained shall be taken or construed to operate as a covenant by the parties of the first part for possession or quiet enjoyment by the party of the second part, &c., of the said ferry or right of ferriage ; nor shall the same be taken or construed to interfere in any manner0with any previous grants or rights, &c., nor to operate further than to grant the possession of the estate, right, title or interest which the parties of the first part may have or lawfully claim to the said ferry or right of ferriage, hereby demised by virtue of their several charters and the various acts of *402the legislature of the state of New York.” (Fols. 125 and 126 of the case.)

II. Can this action be maintained on the ground of fraudulent representations ? I presume that a corporation is not exempt from liability for misrepresentations which affect the rights of other persons ; and a purchaser or lessee of property belonging to the corporation, if he is deceived and enticed into making a contract by the misrepresentations of the corporation, and is damnified by such misrepresentations, can maintain an action against it. But, nothing is better settled in the law, that the declarations of any individual member or officer of a corporation will bind it, unless they are within the scope of his ordinary powers, or of some special agency relative to the subject matter. Even declarations made by the mayor himself, or declarations in any form made by one branch of the common council, could have no such effect; much less can it be bound or affected by the declarations or acts of committees or individual members of committees, not expressly authorized by the whole legislative department of the corporation to make these declarations or perform these acts. Otherwise, there would be no safety for a day for the rights of any corporation ; and notwithstanding all the restrictions and care with which the law surrounds those rights, we all know to what an extent they are trifled with and bartered away by faithless officials and unscrupulous claimants. I therefore consider that all the acts and declarations of the officers of the defendants in the present case, and of committees and individual members of committees, were totally inadmissible as evidence, and that the judge erred in admitting them. Indeed, I think the defendants Avere clearly entitled to a dismissal of the complaint when the plaintiff rested Ms case.

The judgment should be reversed, and a new trial granted ; cqsts to' abide the event.