Taylor v. Nostrand , 35 N.Y. St. Rep. 332 ( 1890 )

Barnard, P. J.

It seems clear from the evidence that the Ramapo Water Company was nothing but an appearance. The defendant was in point of fact all there was of it, except the form of a certificate of incorporation, which was filed in the secretary of state’s office. The defendant was the promoter of the undertaking, or, at least, an important member of the company which was promoting the enterprise, The plaintiff was employed to take title or options for land in the name of the company. He did take the same in the name of one Andrews as trustee. No authority was shown, given by the company, creating Andrews trustee, or authorizing.the title or contract to be taken in his name, The defendant directed the change, and the lands affected thereby were the lands in and about which the plaintiff rendered the service. The defendant justifies the change by reason of the direction of one Lament. No sufficient power to direct the change was proven in Lament. He testifies that he was authorized, but no resolution of any board of directors or trustees was proven to that effect. No doubt it was safer for the promoters to have control of the contract, and in the unsettled state of the company the defendant and Lament made a change of the mode of transfer which was at first prepared. By the change the plaintiff had no claim on the company, and as a consequence thereof he has one agent, the defendant, who ordered the change. The judgment should therefore be affirmed, with costs.

Dykman, J., concurs.