Opinion
July 10, 1913.
John Hall Jones, for the appellant.
George B. Draper, for the respondents.
It is not claimed that the "organization committee" had any power to bind the bank, the organization of which it was engaged in promoting. The committee's resolution of September eighteenth was a mere recommendation to the Board of directors to be thereafter selected. The resolution of October twenty-fourth passed by the Board did not purport in any way to relate to the original contract with plaintiffs, or to their present claim for extra compensation, and was in no sense an adoption or ratification of the Committee's resolution. Parol evidence that it was intended to be such was incompetent and should have been excluded. ( Trustees of Southampton v. Jessup, 173 N.Y. 84.) The subsequent resolutions of the Board repudiated plaintiffs' claim. Nor was the parol evidence by which plaintiffs sought to amplify the Board's resolution of October twenty-fourth of a character sufficient to establish a contract with the bank. It consisted of desultory conversations with certain members of the Board, but at times and places other than at Board meetings. Whatever was thus said was said by such persons as individuals and not while acting officially, and, hence, did not bind the bank.
The judgment should be reversed and the complaint dismissed, with costs.
INGRAHAM, P.J., McLAUGHLIN and DOWLING, JJ., concurred; CLARKE, J., concurred in result.
Judgment reversed and complaint dismissed, with costs. Order to be settled on notice.