New York Law Review

Tag: Waiver

  • Tibbetts Contracting Corp. v. O & E Contracting Co., 15 N.Y.2d 324 (1965): Mechanic’s Lien Rights and Waiver of Contract Termination

    Tibbetts Contracting Corp. v. O & E Contracting Co., 15 N.Y.2d 324 (1965)

    A party’s acceptance of work performed under a subcontract constitutes a waiver of a previously issued notice of termination of the principal contract, entitling the subcontractor to payment through the general contractor’s recovery.

    Summary

    Tibbetts Contracting Corp. (plaintiff), a subcontractor, sought to foreclose on a mechanic’s lien against Vioe Realty Corp. (defendant), the property owner. Vioe had contracted with O & E Contracting Co. for site work, and O & E subcontracted with Tibbetts for drainage work. Vioe claimed it terminated its contract with O & E, but Tibbetts continued working. The court held that Vioe’s acceptance of Tibbetts’ work waived the contract termination, entitling Tibbetts to recover payment from Vioe through O & E’s recovery for breach of contract. This case clarifies the importance of conduct in waiving contractual rights and the derivative nature of a subcontractor’s lien rights.

    Facts

    Vioe contracted with O & E for excavation, grading, and drainage work.
    O & E subcontracted with Tibbetts to lay drainage pipes.
    Vioe notified O & E of contract termination due to alleged breaches.
    Tibbetts continued and completed the drainage work with Vioe’s knowledge.
    O & E failed to pay Tibbetts, who then filed a mechanic’s lien.
    Vioe re-let the unfinished contract work to County Asphalt Corporation who completed the work.

    Procedural History

    Tibbetts sued to foreclose the mechanic’s lien; Vioe sued O & E for breach of contract; the cases were consolidated.
    The trial court found in favor of O & E and Tibbetts, holding that Vioe breached the contract and that Tibbetts had a valid lien.
    The Appellate Division modified, finding Vioe justified in terminating the contract, denying the lien’s validity, but awarding Tibbetts a judgment against Vioe on a quasi-contract theory.
    All parties appealed to the New York Court of Appeals.

    Issue(s)

    Whether Vioe’s acceptance of Tibbetts’ continued performance under the subcontract constituted a waiver of its notice of termination of the principal contract with O & E.
    Whether Tibbetts can recover directly from Vioe in the absence of a direct contractual relationship.

    Holding

    Yes, because by permitting Tibbetts to continue with the performance of its subcontract at the same time insisting that Tibbetts could look only to O & E for remuneration, Vioe waived its notice of termination of the principal contract with O & E.
    No, because Tibbetts’ right to recover from Vioe is derivative through O & E’s right to payment under the contract; Tibbetts’ remedy is to assert a lien against the funds owed by Vioe to O & E.

    Court’s Reasoning

    The Court of Appeals favored the trial court’s findings, concluding that Vioe breached the contract with O & E.
    The court reasoned that Vioe’s conduct in allowing Tibbetts to continue working after the alleged termination indicated a waiver of that termination. As stated by the court, “By permitting Tibbetts to continue with the performance of its subcontract at the same time insisting that Tibbetts could look only to O & E for remuneration, Vioe waived its notice of termination of the principal contract with O & E.”
    The court emphasized that no direct contract existed between Vioe and Tibbetts and specifically stated, “No contract between them could be implied in fact, inasmuch as Vioe has disclaimed any such relationship throughout and Tibbetts acquiesced in that interpretation by billing Vioe only for the drains which it laid under contract with Vioe, and billing O & E under the subcontract after the work was completed.”
    Tibbetts’ recovery against Vioe was derivative, based on O & E’s entitlement to payment from Vioe. The court found that Tibbetts, as a subcontractor, was entitled to a lien on the proceeds owed by Vioe to O & E, pursuant to Lien Law §§ 4, 70, and 71.
    The court found the contract between Vioe and O & E was an entire contract, not severable and that Vioe could not accept benefits of the contract without recognizing that O & E (through Tibbetts) was continuing performance of the underlying contract. The court quoted the trial court opinion, stating “The assertion of a repudiation of the contract is nullified by a subsequent acceptance of benefits growing out of the contract”.

  • Matter of Garfield, 14 N.Y.2d 251 (1964): Right to Jury Trial in Surrogate’s Court for Creditor’s Claim

    Matter of Garfield, 14 N.Y.2d 251 (1964)

    In New York, whether a party has a right to a jury trial in Surrogate’s Court regarding a creditor’s claim against an estate depends on the nature of the claim and whether the actions taken by the parties constitute a waiver of that right.

    Summary

    This case addresses whether an executrix defending against a creditor’s claim in Surrogate’s Court is entitled to a jury trial. The Court of Appeals held that a jury trial is available when the creditor’s claim would have been triable by jury in Supreme Court. However, the right can be waived by failing to demand it properly. Here, because the claimant sought a determination in Surrogate’s Court, which the executrix agreed to initially, and because the executrix failed to file a timely demand for a jury trial, the executrix waived that right. The dissent argued that such claims, if brought in Supreme Court, would be subject to a jury trial, and should not lose that right merely because it is brought in Surrogate’s Court.

    Facts

    A creditor filed a claim against the estate of the deceased in Surrogate’s Court. The executrix of the estate disputed the validity of the claim. Initially, the executrix consented to a trial of the issues in Surrogate’s Court. Two months later, the executrix demanded a jury trial.

    Procedural History

    The Surrogate’s Court denied the request for a jury trial. The Appellate Division affirmed, holding there was no right to a jury trial in Surrogate’s Court for such claims. The Court of Appeals initially reversed and remanded for a jury trial, but on reargument, reversed its prior decision.

    Issue(s)

    1. Whether an executor defending in Surrogate’s Court against an alleged creditor’s claim has a right to a jury trial.
    2. Whether the executrix waived the right to a jury trial by failing to make a timely demand as required by the Surrogate’s Court Act.

    Holding

    1. Yes, but conditionally. A party is entitled to a jury trial in Surrogate’s Court for a creditor’s claim if they would have been entitled to one had the claim been brought in Supreme Court, because the right to a jury trial should not depend on the chosen forum.
    2. Yes, because Section 67 of the Surrogate’s Court Act requires a written demand for a jury trial to be served with the answer or objections and filed within three days, and the executrix failed to comply with this requirement.

    Court’s Reasoning

    The court reasoned that the right to a jury trial should be preserved where the underlying cause of action would have entitled the parties to such a right in Supreme Court. The court acknowledged prior case law establishing that certain claims against an estate, such as those based on contract, would carry a right to a jury trial if brought in a different forum. However, this right can be waived. The court referenced Section 67 of the Surrogate’s Court Act, which outlines the procedure for demanding a jury trial and specifies that failure to comply with the timing requirements constitutes a waiver. Chief Judge Desmond, in concurrence, emphasized that the executrix’s failure to demand a jury trial within the statutory timeframe constituted a waiver, regardless of the underlying right. He quoted Section 67 of the Surrogate’s Court Act, stating that a jury is “deemed waived” unless demanded in a writing served with the answer or objections and filed within three days. The dissent argued that the substance of the matter (the right to a jury trial on a contract claim) should outweigh procedural technicalities. The dissent would allow a jury trial because it would have been available in Supreme Court, and the change of forum should not destroy this right.

  • People v. Del Rio, 16 N.Y.2d 163 (1965): Effect of Deportation and Parole Agreement on Appeal Rights

    People v. Del Rio, 16 N.Y.2d 163 (1965)

    A defendant who accepts a commutation of sentence and parole, conditioned on remaining outside the jurisdiction, forfeits the right to appeal the underlying conviction.

    Summary

    Del Rio was convicted of murder. While his appeal was pending, he accepted a commutation of his sentence and parole, conditioned on his deportation to Cuba and agreement never to return to the United States. The New York Court of Appeals held that by accepting these terms, Del Rio abandoned his right to appeal. The court reasoned that because Del Rio was no longer within the jurisdiction and had agreed to remain outside it, his appeal would be futile, as he would not be available for a new trial if one were ordered. This decision underscores the principle that a defendant cannot simultaneously seek to overturn a conviction while accepting the benefits of a conditional release that requires their absence from the jurisdiction.

    Facts

    Francisco Molina del Rio was convicted of second-degree murder and sentenced to 20 years to life in prison.

    While his appeal to the New York Court of Appeals was pending, the U.S. Department of Justice sought his release to secure the release of American citizens imprisoned in Cuba.

    The Governor of New York commuted Del Rio’s sentence, contingent on his voluntary acceptance of the terms, which included deportation to Cuba and a promise never to return to the United States.

    Del Rio signed a parole release agreement, accepting these conditions, and was deported to Cuba.

    Despite being in Cuba, Del Rio later requested that his appeal be pursued.

    Procedural History

    The trial court convicted Del Rio of murder in the second degree.

    The Appellate Division affirmed the conviction.

    The New York Court of Appeals initially dismissed Del Rio’s appeal as moot after he was deported.

    The Court of Appeals vacated the dismissal based on mistaken information that Del Rio had not consented to the commutation and deportation.

    Upon learning that Del Rio had voluntarily accepted the commutation and deportation terms, the Court of Appeals reconsidered the appeal.

    Issue(s)

    Whether a defendant who accepts a commutation of sentence and parole, conditioned on remaining outside the jurisdiction, retains the right to appeal the underlying conviction.

    Holding

    No, because by accepting the commutation and parole with the condition that he remain outside the United States, Del Rio waived and abandoned his right to appeal.

    Court’s Reasoning

    The Court of Appeals relied on the principle established in People v. Genet, which held that court proceedings on behalf of a person charged with a felony cannot be taken unless the defendant is in actual or constructive custody.

    The court acknowledged differing views on whether an appeal should be dismissed or suspended when a defendant absconds, but noted a consensus that an absconding defendant-appellant may not have the appeal heard.

    The court reasoned that hearing the appeal would be futile because if a new trial were ordered, Del Rio would not be present to answer further.

    The court distinguished this case from Eighmy v. People, which held that acceptance of a pardon does not deprive a defendant of the right to appeal, because Del Rio’s case involved a condition of exile from the state, making his situation analogous to escaping or absconding.

    The court stated that Del Rio, “in consideration of the commutation of his long sentence and of his release from prison solemnly agreed that he would go at once to Cuba and never again enter the United States. He has ever since been in Cuba and from Cuba he has written his lawyer that he desires the appeal to be pressed. The difficulty with the latter request is that, in reason and on the precedents, he must be held to have abandoned the appeal and deliberately to have waived and foregone his right to have the appeal heard and decided.”

  • In re Estate of Galewitz, 14 N.Y.2d 124 (1964): Sufficiency of Tender of Payment When Form Not Objected To

    In re Estate of Galewitz, 14 N.Y.2d 124 (1964)

    When a party makes an offer of payment (tender) and the recipient does not object to the form of the offer at the time it is made, the recipient waives the right to later claim the tender was insufficient due to its form.

    Summary

    In a dispute over the sale of stock back to two closely held corporations after the owner’s death, the New York Court of Appeals held that the corporations’ offer to pay for the stock with checks was a sufficient tender of performance. The administratrix of the estate initially delayed acceptance and later rejected the offer due to insufficient amount, but never objected to the form of payment (checks). The court reasoned that, because no objection was made to the form of payment at the time of the offer, the administratrix waived any right to later claim the tender was insufficient on those grounds. The order was reversed and remitted.

    Facts

    The petitioner’s intestate (deceased) had a contract with two closely held corporations, owned entirely by his family, stating that upon his death, the corporations could purchase his stock at a fixed price. Following the intestate’s death, the president of the corporations (the intestate’s father) offered to pay the administratrix the stipulated amount on two separate occasions. The first time, the administratrix’s attorney requested a delay to prepare paperwork. The second time, her new attorney rejected the offer, claiming the contract price was insufficient. On both occasions, the president had checks ready for payment and was prepared to make the payment in that form. The corporations had the ability to pay the stipulated amount.

    Procedural History

    The Surrogate’s Court ruled in favor of the petitioner, holding that the offer of payment by check was not a good tender of performance. The corporate appellants appealed to the New York Court of Appeals.

    Issue(s)

    Whether an offer to purchase stock with a check constitutes a sufficient tender of performance when the recipient does not object to the form of payment at the time of the offer.

    Holding

    Yes, because no objection was made to the form of the offer of payment at the time it was made, the tender was sufficient in these circumstances.

    Court’s Reasoning

    The Court of Appeals reversed the Surrogate’s Court’s decision, holding that the offer of payment by check was a sufficient tender of performance. The court relied on the principle that when a tender is made, the recipient must object to the form of the tender at the time it is made; failure to do so constitutes a waiver of any objection to the form. The Court cited Duffy v. O’Donovan, 46 N. Y. 223 and Mitchell v. Vermont Copper Min. Co., 67 N. Y. 280, for this proposition. The Court emphasized that the administratrix’s attorney never objected to payment by check; instead, the objections focused on delaying the transaction and later on the inadequacy of the contract price. Since the corporations were capable of paying the agreed-upon amounts and the form of payment was not contested at the time of the offer, the court found the tender sufficient. This decision underscores the importance of raising timely objections to the form of a tender to preserve legal rights. As the Court stated, “No objection having been made to the form of the offer of payment, it was in these circumstances sufficient.” The court remitted the case to the Surrogate’s Court for proceedings consistent with its memorandum.

  • Matter of Weekes v. O’Connell, 11 N.Y.2d 220 (1962): Stipulations and the Extent of Liquor Authority Jurisdiction

    Matter of Weekes v. O’Connell, 11 N.Y.2d 220 (1962)

    A licensee can waive the statutory limitations on the State Liquor Authority’s power to revoke or suspend a license for violations occurring outside the immediately preceding license period by entering into a stipulation permitting the Authority to consider such violations.

    Summary

    This case addresses whether the State Liquor Authority’s (SLA) jurisdiction, specifically its ability to revoke or suspend a liquor license for past violations, can be extended by stipulation. The petitioners, tavern operators, agreed to stipulations allowing the SLA to investigate violations from a prior license period when renewing their licenses. The Court of Appeals held that licensees can waive the statutory limitations on the SLA’s power through such stipulations, especially when the stipulations benefit the licensee by allowing them to continue operating while the investigation is pending. The court reversed the lower court’s decision, confirming the SLA’s determinations.

    Facts

    Two tavern operators, Weekes and an unnamed operator in Johnson City, New York, held liquor licenses. The SLA suspected violations during the summer of 1959. Upon renewal of their licenses for 1960-61, the SLA proposed stipulations allowing them to institute revocation or suspension proceedings for violations from the 1958-59 license year. Both operators agreed to these stipulations. At a hearing in December 1960, both admitted to selling liquor to minors in the summer of 1959 but argued Section 118 of the Alcoholic Beverage Control Law (ABC Law) barred license revocation or suspension for those violations. The SLA suspended their licenses, leading to these proceedings.

    Procedural History

    The Special Term initially ruled the stipulations were improperly pleaded and that Section 118 of the ABC Law prohibited the SLA from suspending licenses for actions predating the immediately preceding license period. It then annulled the suspension orders. The Appellate Division affirmed the Special Term’s order but disagreed regarding the stipulations. The Appellate Division held that while the stipulations were not formally introduced as evidence, they were part of the licenses and thus before the Authority. The case then went to the New York Court of Appeals.

    Issue(s)

    Whether Section 118 of the Alcoholic Beverage Control Law constitutes a limitation on the jurisdiction of the Authority which can be waived by stipulation.

    Holding

    Yes, because the statutory limitation on the State Liquor Authority’s power to revoke or suspend a license can be waived by the licensee through a stipulation, especially when the stipulation allows the licensee to continue operating under a renewed license while the investigation of alleged violations is ongoing.

    Court’s Reasoning

    The Court of Appeals reasoned that while Section 118 of the ABC Law limits the SLA’s power to revoke or suspend licenses for violations occurring only in the “license period immediately preceding,” this limitation can be waived. The court distinguished Matter of Colonial Liq. Distrs. v. O’Connell, 295 N.Y. 129, noting that the 1945 amendment to Section 118 added the “immediately preceding” clause. The court interpreted this amendment as a statute of limitations on the Authority’s power. However, the court emphasized that the stipulations benefited the petitioners by allowing them to continue operating their businesses pending investigation. Citing Matter of Maksik v. O’Connell, 301 N.Y. 541, the Court confirmed that the Authority’s power to use such stipulations had been previously approved. The court concluded that the petitioners, having agreed to the stipulations, could not then challenge the SLA’s jurisdiction based on the statute. The Court reasoned that “the power of the Authority to procure and act upon stipulations of the character in question is not an open issue”.

  • In re Estate of Frutiger, 29 N.Y.2d 143 (1971): Estoppel Arising from Active Participation in Improper Procedure

    In re Estate of Frutiger, 29 N.Y.2d 143 (1971)

    A party who actively participates in and benefits from a procedural irregularity in a legal proceeding is estopped from later challenging that irregularity on appeal.

    Summary

    The appellant sought to challenge a waiver of his right to elect against his deceased wife’s will, alleging fraud and misrepresentation. The Surrogate Court upheld the waiver, a decision affirmed by the Appellate Division. On appeal to the New York Court of Appeals, the appellant argued that the Surrogate Court improperly delegated judicial authority to the court clerk during the testimony phase. The Court of Appeals affirmed, holding that the appellant waived his right to object because he actively participated in and encouraged the clerk’s actions, thereby consenting to the procedure.

    Facts

    The executors of the decedent’s will initiated a proceeding to determine the validity of a waiver and release executed by the appellant, relinquishing his right to elect against the will. During the Surrogate Court proceedings, the court clerk ruled on numerous objections and personally interrogated witnesses. The appellant claimed the waiver was procured by the decedent’s fraud and misrepresentation. The Surrogate found no fraud, and the Appellate Division affirmed.

    Procedural History

    The Surrogate Court directed the clerk to take and report testimony. The Surrogate upheld the validity of the waiver. The Appellate Division unanimously affirmed. The appellant then appealed to the New York Court of Appeals, raising the issue of improper delegation of judicial authority for the first time after the initial Appellate Division argument.

    Issue(s)

    Whether a party who actively participates in and benefits from an irregular procedure in the Surrogate’s Court, specifically the delegation of judicial authority to the court clerk, can later challenge that procedure on appeal.

    Holding

    No, because the appellant, by actively participating in and encouraging the actions of the clerk, consented to the procedure and waived his right to object on appeal. This conduct estops him from raising the issue of improper delegation.

    Court’s Reasoning

    The Court of Appeals found that the appellant’s active participation in the proceedings, including soliciting rulings from the clerk and benefiting from the admission and exclusion of evidence, constituted a waiver of his right to challenge the clerk’s authority. The court emphasized that the appellant’s conduct was “active and knowledgeable,” not merely passive. The court stated that the appellant “was the first to call upon the clerk to pass on questions of admissibility of evidence” and “successfully brought about the admission as well as the exclusion of testimony over the objection of the attorney for the respondent.” By actively shaping the proceedings, the appellant was estopped from later claiming that the procedure was improper. The court declined to address the constitutional question of improper delegation because of the appellant’s waiver. The Court also upheld the factual finding of no fraud, deferring to the concurrent findings of the lower courts supported by evidence. The Court stated: “believing as we do that the appellant consented to the procedures pursued by the clerk and the attorneys, not only by the appearance at the hearing, but also affirmatively, by conduct during the hearing, and before and after the decision, and on the appeal to the Appellate Division, we do not reach the question of an improper delegation of judicial authority by the Surrogate in contested proceedings, nor the underlying constitutional question, and accordingly we do not consider them.”

  • S. & E. Motor Hire Corp. v. New York Indemnity Co., 255 N.Y. 69 (1931): Insurer’s Duty to Investigate Driver’s Age

    S. & E. Motor Hire Corp. v. New York Indemnity Co., 255 N.Y. 69 (1931)

    An insurer is not automatically deemed to have waived a policy exclusion based on a driver’s age merely because it undertook the defense of a lawsuit without first independently verifying the driver’s age, especially when the insured provided information indicating the driver met the age requirements.

    Summary

    S. & E. Motor Hire Corp. sued New York Indemnity Co. to recover settlement costs for an accident involving their vehicle. The indemnity policy excluded coverage for accidents when the vehicle was driven by someone under the legal age. The insurer initially defended the lawsuit but withdrew upon discovering the driver’s underage status. The Court of Appeals held that the insurer did not waive its right to invoke the policy exclusion simply by initially defending the suit, as the insured had provided information suggesting the driver was of age, and the insurer wasn’t obligated to investigate the driver’s age before providing a defense.

    Facts

    S. & E. Motor Hire Corp. had an insurance policy with New York Indemnity Co. that excluded coverage for accidents occurring while the vehicle was operated by someone violating age laws. An accident occurred while an employee of S. & E. Motor Hire Corp., who was under 18, was driving. The employee had a license belonging to another person and used that name for employment. The insured provided the insurance company with a statement from the chauffeur claiming he was 18. The insurance company acted on this statement until the trial date, when they learned the chauffeur’s actual age.

    Procedural History

    S. & E. Motor Hire Corp. sued New York Indemnity Co. to recover the settlement amount. The trial court ruled in favor of the insurance company, finding no waiver. The Appellate Division reversed, holding that the insurance company had sufficient knowledge to inquire about the chauffeur’s age. The New York Court of Appeals then reviewed the Appellate Division’s decision.

    Issue(s)

    Whether the insurance company, by initially undertaking the defense of the lawsuit against S. & E. Motor Hire Corp., waived its right to invoke the policy exclusion for accidents involving underage drivers, even if it did not have actual knowledge of the driver’s age but possessed information that might have prompted further inquiry?

    Holding

    No, because the insurance company was entitled to rely on the information provided by the insured, which indicated that the driver met the legal age requirements, and was not under a duty to investigate the driver’s age before providing a defense.

    Court’s Reasoning

    The court reasoned that waiver is the intentional relinquishment of a known right. While constructive notice (where a party is deemed to know facts they should have discovered through reasonable inquiry) can sometimes establish knowledge, it does not automatically apply in insurance contexts. The court distinguished this case from situations where an insurance company has a duty to inquire, such as when the applicant for insurance directs the company to a source of information and the company chooses to remain ignorant.

    The court emphasized that the insurance company was contractually obligated to defend the suit unless the policy exclusion applied. They were entitled to rely on the information provided by the insured, specifically the chauffeur’s statement that he was 18. Suspicion of the statement’s falsity might require inquiry if the insurer was asserting rights against the insured, but in this case, the insured had to prove the insurer waived its rights. The court stated, “Upon the information furnished to the insurer it would have breached its contract if it had failed to defend the suit. It was not, at peril of losing its contractual rights, required to inquire whether the information so furnished was false before it undertook the defense.” Therefore, the court held that the insurer did not waive its right to invoke the policy exclusion.

  • Fitzgerald v. Harbor Lighterage Co., 244 N.Y. 132 (1926): Waiver of Maritime Rights Under Workmen’s Compensation

    Fitzgerald v. Harbor Lighterage Co., 244 N.Y. 132 (1926)

    An injured longshoreman may waive their federal maritime rights and accept benefits under a state Workmen’s Compensation Law if they knowingly and deliberately elect to do so after the injury.

    Summary

    This case addresses whether a longshoreman, typically under federal maritime jurisdiction, can waive those rights and claim benefits under a state’s Workmen’s Compensation Law. The court held that a knowing and deliberate election to accept state benefits after the injury constitutes a waiver of maritime rights. The dissent argued that the claimant’s actions, including applying to the Industrial Board and accepting partial payments, clearly demonstrated a waiver. The case highlights the tension between federal maritime law and state compensation systems in the context of longshoremen injuries and sets a precedent for determining when a waiver of federal rights occurs.

    Facts

    The claimant, a longshoreman, sustained injuries while working. Following the injury, the claimant filed a claim for compensation under the New York Workmen’s Compensation Law. The employer and insurance carrier participated in the proceedings before the Industrial Board. Partial awards were made to the claimant, who accepted the payments.

    Procedural History

    The case originated before the Industrial Board, which made awards to the claimant. The case then moved through the New York state court system, ultimately reaching the New York Court of Appeals. The Court of Appeals reversed the judgments, finding that the claimant had waived his maritime rights.

    Issue(s)

    Whether a longshoreman, injured in circumstances that could fall under federal maritime jurisdiction, can waive those federal rights and instead claim benefits under a state Workmen’s Compensation Law by knowingly and deliberately electing to do so after the injury.

    Holding

    Yes, because the state statute allows parties to waive their right to proceed according to maritime law, and the claimant’s actions demonstrated a knowing and deliberate election to accept the benefits of the state law after the injury.

    Court’s Reasoning

    The court reasoned that while the Legislature cannot arbitrarily declare something to be a waiver, it can give effect to actions and proceedings that indicate a knowing and deliberate election by the parties. The dissent emphasized that the claimant filed a claim under the Workmen’s Compensation Act, participated in the proceedings, and accepted partial awards. These actions, according to the dissent, clearly indicated a waiver of maritime rights. The dissent argued that the Workmen’s Compensation Law benefits workers by providing relief and certainty compared to negligence actions. The dissent believed the statute was constitutional because it allowed a worker to knowingly make an election after the injury. The dissent stated, “But where a man knowingly makes an election after his injury, I can see nothing improper or illegal in holding him to it.” The dissent also noted that compelling an employee to waive rights before accepting employment would be coercive, but an election after the injury is permissible.

  • People v. Ulster & Delaware R.R. Co., 128 N.Y. 280 (1891): State’s Power to Waive Corporate Forfeiture

    People v. Ulster & Delaware R.R. Co., 128 N.Y. 280 (1891)

    The state retains the power to waive forfeiture of a corporate charter, even after initiating legal action to dissolve the corporation, especially when a subsequent statute alters the conditions for forfeiture.

    Summary

    The People, by the Attorney General, sued the Ulster & Delaware Railroad Company, seeking to annul its corporate existence for failing to complete its originally planned railway line. The defendant argued that a subsequent statute, combined with a certification from the railroad commissioners, absolved them of the obligation to extend the line and thus prevented forfeiture. The Court of Appeals held that the state, through legislative action, could waive the forfeiture, and the railroad commissioner’s certificate acted as a bar to the action, demonstrating the state’s broad authority over corporate existence and the enforcement of forfeitures.

    Facts

    The Rondout & Oswego Railroad Company was formed in 1866 to build a railroad from Rondout to Oneonta. The company built the line from Rondout to Stamford but failed to complete the Stamford-to-Oneonta section. The Ulster & Delaware Railroad Company succeeded the Rondout & Oswego Company through reorganization following foreclosure in 1875. The State initiated an action to dissolve Ulster & Delaware, alleging forfeiture of its charter due to the failure to build the complete original route.

    Procedural History

    The Attorney General brought the action in the name of the People to dissolve the corporation. The defendant argued a subsequent statute barred the action. The trial court awarded an extra allowance to the defendant which was appealed. The Court of Appeals reviewed the judgment annulling the corporation’s existence and the order denying an extra allowance, ultimately affirming both.

    Issue(s)

    1. Whether the state, through legislative enactment, can waive a cause of action for corporate charter forfeiture after initiating legal proceedings to enforce such forfeiture.

    2. Whether a certificate from the railroad commissioners, stating that no public interest required the extension of the railroad, bars an action to annul the corporation’s existence for failure to complete the original route.

    3. Whether the trial court correctly determined the motion for an extra allowance.

    Holding

    1. Yes, because the state retains absolute control over actions for forfeiture and can waive such forfeitures through legislative action, even after an action has been initiated.

    2. Yes, because the legislature gave conclusive weight to the railroad commissioners’ certificate, thereby barring actions to annul the corporation’s existence for failure to extend its road.

    3. Yes, because the undisputed evidence did not show that the corporate franchise had any definite value.

    Court’s Reasoning

    The court reasoned that an action to forfeit a corporate charter is not about recovering a benefit for the prosecutor but rather about punishing an offender for violating the law. The state has absolute control over these actions and can discontinue them or waive the forfeiture at will. The court emphasized, “By enforcing the forfeiture of corporate existence the state receives no benefit and acquires no property, and by waiving such forfeiture it loses no privilege and interferes with no vested right.”

    The court cited chapter 286 of the Laws of 1889, which amended chapter 430 of the Laws of 1874, stating that “Nothing herein contained shall be construed to compel a corporation, organized under this act, to extend its road beyond the portion thereof constructed at the time said corporation acquired title to such railroad property and franchise, provided the board of railroad commissioners shall certify that, in their opinion, the public interests, under all the circumstances, do not require such extension…” The court interpreted this to mean the state gave the railroad commissioners the power to determine whether enforcing a forfeiture was in the public interest. The court found that the statute effectively removed the penalty for failing to complete the railroad if the commission certified it was not in the public interest. Citing Nash v. White’s Bank of Buffalo, 105 N.Y. 243, the court stated “there being no clause in the act of 1889 saving ‘pending prosecutions or existing rights from the effect of the statute, by settled rules, the abolition of the penalties left all actions in which judgments had not been obtained subject to the rule created by the amended statute alone.”

    Regarding the extra allowance, the court found that the evidence failed to show any definite value of the corporate franchise, and therefore the motion was correctly denied.