## Facts

- A seller agreed in writing to convey real property in exchange for a $35,000 mortgage on other property.
- The agreement was a contract under seal.
- The instrument was signed and sealed by the seller and by Joseph H. Lewis.
- The alleged purchasers were not named in the instrument and did not sign or seal it; on its face, the only parties were the seller and Lewis.
- The transaction was not completed, and the seller sued the alleged purchasers for specific performance as undisclosed principals behind Lewis.
- The alleged purchasers obtained judgment on the pleadings, contending that a sealed instrument cannot be enforced against undisclosed principals who are not parties on its face.

## Issues

1. Whether a contract under seal may be enforced against persons not parties to the instrument on its face on the theory that the signatory acted as their undisclosed agent.
2. Whether New York should treat sealed instruments like unsealed contracts for purposes of the undisclosed-principal doctrine, given the reduced modern significance of seals.

## Decision

- The New York Court of Appeals affirmed judgment on the pleadings for the defendants.
- The court held that a sealed contract cannot be enforced against alleged undisclosed principals who do not appear as parties on the face of the instrument.
- The complaint therefore failed to state a cause of action for specific performance against the defendants.

## Legal Principles

- Under New York law, a sealed instrument cannot be transformed into the simple contract of a person not appearing on the face of the instrument by extrinsic proof that the signer acted as that person’s agent.
- The diminished importance of seals does not eliminate all legal distinctions between sealed and unsealed instruments; courts will not extend the undisclosed-principal doctrine applicable to simple contracts to sealed instruments absent legislative action.
- Longstanding, repeatedly applied precedent governing sealed instruments is maintained where parties have relied on it in structuring transactions, particularly in real-property dealings.

## Conclusion

The court refused to apply the undisclosed-principal doctrine to a sealed land contract signed only by an agent, holding that only those who appear as parties on the instrument are bound; any change to that rule was left to the legislature.


Crowley v. Lewis, 146 N.E. 374 (N.Y. 1925)