27 N.Y.2d 457 (1971)
Under New York’s Statute of Frauds, an agent executing a lease extension for a term longer than one year must have written authorization to do so; the title of “managing agent” alone is insufficient to infer such authority.
Summary
The Commission on Ecumenical Mission sought to invalidate a lease extension granted by a “managing agent” of its predecessor in interest. The Court of Appeals held that the managing agent needed written authorization to execute the lease extension under the Statute of Frauds. The court reasoned that while corporations act through individuals, the Statute of Frauds requires written authorization for an agent to execute leases exceeding one year. The title of “managing agent” alone, without express written authority to execute leases, does not satisfy the Statute of Frauds. This case highlights the importance of clearly defined written authorization for agents in real estate transactions.
Facts
Madison Avenue Realty Corporation owned a commercial property. Harry Aprahamian served as the building’s managing agent, collecting rents and negotiating leases. In 1966, Aprahamian purported to extend a tenant’s lease by letter. The Commission on Ecumenical Mission later acquired the property and sought to invalidate the lease extension, arguing Aprahamian lacked written authority.
Procedural History
The Special Term granted summary judgment to the Commission, declaring the lease extension invalid. The Appellate Division reversed, finding that general corporate law, not the General Obligations Law, applied. The Court of Appeals reversed the Appellate Division and reinstated the Special Term’s decision, holding that written authorization was required under the Statute of Frauds.
Issue(s)
1. Whether the “managing agent” of a landlord’s predecessor, who executed a lease extension agreement, was an agent for purposes of the Statute of Frauds requiring written authorization (General Obligations Law § 5-703(2)).
2. If so, whether the evidence of the managing agent’s authority to execute the extension agreement satisfied the Statute of Frauds.
Holding
1. Yes, because the Statute of Frauds applies to agents, even if they are also employees of a corporation, when executing leases exceeding one year.
2. No, because the written authorization provided to the managing agent did not expressly grant authority to execute leases, and the title of “managing agent” alone is insufficient.
Court’s Reasoning
The Court reasoned that the Statute of Frauds requires an agent to have written authorization to execute leases longer than one year. The Court rejected the argument that the statute doesn’t apply when the agent is also a corporate employee, stating that this would effectively nullify the Statute of Frauds for corporations. The Court distinguished between corporate officers and directors (who may not always require written authorization) and other employees/agents, holding that the latter do require written authorization. The written authorization must contain “express language conferring authority to execute a contract of sale.” Here, the letter designating Aprahamian as “Managing Agent” did not explicitly authorize him to execute leases. The Court emphasized that allowing the extension without proper written authorization would open the door to inaccurate recollections and undermine the purpose of the Statute of Frauds. Chief Judge Fuld dissented, arguing that authority to lease can be inferred from authority to manage property, creating a question of fact inappropriate for summary judgment. Fuld pointed to Aprahamian’s past practice of signing lease extensions as evidence of implied authority. However, the majority found no such implied authority given the lack of express written authorization and the importance of maintaining a clear standard for real property transactions.