Haley v. Boston Belting Co.

140 Mass. 73 | Mass. | 1885

W. Allen, J.

Haley, in 1871, executed a lease of a building in Boston for ten years to John G. Tappan, who was then the general agent and treasurer of the Boston Belting Company, with authority to hire buildings for it. Tappan took the lease with the intention that the building should be occupied by the Boston Belting Company, and his agency and purpose were known to the lessor. The plaintiff seeks in this bill to charge the Boston Belting Company on the covenants of the lease, on the ground that it was the real or beneficial lessee, under obligation, which can be enforced either at law or in equity, to perform the covenants of the lease.

The Boston Belting Company clearly is not liable at law. The lease is under seal, and the company is not named or referred to in it. Seaver v. Coburn, 10 Cush. 324. Barlow v. Lee Congregational Society, 8 Allen, 460. Schaefer v. Henkel, 75 N. Y. 378. It is not shown that the company did business in the name of Tappan and used that name as describing itself in the lease. The plaintiffs argue that the lease was procured by the company, and taken for its benefit; that the company entered under it; and that it is therefore bound by its provisions, either as having authorized its execution in the name of Tappan, or by force of a resulting or constructive trust in Tappan. See Wright v. Pitt, L. R. 12 Eq. 408; Van Schaick v. Third Avenue Railroad, 38 N. Y. 346; Lees v. Nuttall, 1 Russ. & Myl. 53.

Tappan’s authority was “to hire and pay for all necessary stores and warehouses.” He had no special authority or duty in regard to the leased premises, and there was no act of the company respecting the lease, except so far as his acts were those of the company. That he took a lease to himself with the intention that the company should occupy the premises, shows that he intended that it should occupy under him, and not as the lessee in the lease. There is no evidence that, when the lease was executed, either party, the lessor, the lessee, or 'the Belting Company, understood that the company was to occupy as the lessee under the lease; on the contrary, the inference is that the lease was made to Tappan in order that the company might occupy under him, and not as lessee.

There is no evidence that the company entered as lessee, or occupied otherwise than under Tappan. The subsequent conduct of the parties, such as the payment of rent by the company in bills rendered to it by the lessor, and the subletting by Tappan and payment by sub-tenants to the company are material only as they may tend to characterize the original transaction. They are not inconsistent with holding Tappan to be the lessee under the lease, especially in view of the evidence that he had almost the entire management of the affairs of the company, and mingled his accounts and cash with those of the company. Certainly there is nothing in the subsequent conduct of the parties which can control the terms of the lease, or show that the company is bound by the covenants. As Tappan became a bankrupt, and his assignees elected not to assume the lease, the rent due from the sub-lessees at the time of the bankruptcy belongs to his assignees in bankruptcy; that which has accrued subsequently can be reached in equity by the lessor; and the plaintiffs are entitled to a decree that it be paid to them. 1 Story Eq. Jur. § 687. 1 Fonbl. Eq. c. 5, § 5, and c. 3, § 3. Goddard v. Keate, 1 Vern. 87.

The bill should be dismissed as to the Boston Belting Company, Converse, and Furber.

Decree accordingly.