## Facts

- Frank Alfano owned a building and executed a written agreement granting Mary J. Donnelly the right to use the building’s roof for advertising for a fixed five-year term.
- The agreement required semiannual payments of $75 and stated it was to be construed as a lease rather than a license.
- The instrument was under seal and Donnelly signed with a designation indicating she acted as “trustee.”
- Donnelly never used the roof and made no payments.
- About fifteen months into the term, Alfano sued to recover accrued rent installments.
- There was no evidence of surrender, eviction, or mutual repudiation terminating the agreement.

## Issues

1. Whether a party may be bound on a sealed instrument executed through an agent whose authority was not itself under seal when the transaction is one for which the law does not require a seal.
2. Whether the rooftop advertising agreement created a lease (with a continuing rent obligation) rather than a license, such that nonuse did not excuse payment absent surrender or eviction.
3. Whether Donnelly could be held personally liable despite signing with a “trustee” designation.

## Decision

- The Supreme Judicial Court of Massachusetts affirmed judgment for Alfano.
- The court held that unsealed authority may suffice to execute, in a principal’s name, an instrument not required by law to be sealed, even if the instrument is in fact sealed.
- The court treated the action as against Donnelly individually and upheld personal liability.
- The court treated the agreement as a lease and enforced the accrued rent obligation despite Donnelly’s nonuse and nonpayment.
- The plaintiff recovered $225 (three semiannual installments) plus interest.

## Legal Principles

- The rule requiring an agent’s authority to be under seal to execute a sealed instrument is inapplicable where the law does not require the instrument to be sealed; the principal may still be bound on ordinary contract principles.
- An agreement granting exclusive use of a defined part of real property for a term in return for periodic payments, especially when expressed to be a lease, is treated as a lease rather than a license.
- A tenant’s nonuse of leased premises does not discharge the obligation to pay rent absent legally recognized termination events such as surrender accepted by the landlord or actual/constructive eviction.
- A “trustee” designation in a signature does not, by itself, prevent personal liability where the instrument and circumstances do not clearly limit liability to a separate identified trust estate.

## Conclusion

The court enforced the rooftop advertising agreement as a lease and held Donnelly personally liable for accrued rent, rejecting defenses based on nonuse and on the sealed form of the instrument where a seal was not legally required and unsealed authority was sufficient.


Alfano v. Donnelly, 285 Mass. 554, 189 N.E. 610 (Mass. 1934)