Schurr v. New York & Brooklyn Suburban Investment Co.

Newburgher, J.,

(dissenting.) This action was brought to recover commissions for services rendered by plaintiff upon a special contract with defendant, in organizing certain manufacturing corporations to carry on operations. The defendant is a corporation organized under the act of 1848, for the purpose of “purchasing, taking, holding, possessing, selling, improving, *212and leasing real estate and buildings, manufacture, purchase, lease, sale, use of building stone, lumber, and other building materials.” The agreement was not in writing, but is alleged to have been made between plaintiff and three of the trustees of the defendant corporation; but there is no evidence that the contract was authorized by the corporation, through its board of trustees. Whatever powers were conferred on the corporation must be exercised in its behalf by the trustees. They, acting as a board, can make or authorize acts binding on the corporation, and they alone. The qualification that the collective authority of the trustees, acting as a board, is essential in order to bind the corporation by the action of the trustees, is a recognized doctrine of the laws of corporations. People's Bank v. St. Anthony's Roman Catholic Church, 109 N. Y. 521, 17 N. E. Rep. 408. The trial justice, therefore, erred in"finding that the defendant employed the plaintiff. The judgment must therefore be reversed, and a new trial granted, with costs to abide the event.