A-3889, AUGUST 20, 1924, 4 COMP. GEN. 193

A-3889: Aug 20, 1924

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TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN SIMILAR CONTRACTS ON BEHALF OF THE CORPORATION WITH THE PUBLIC GENERALLY. THE TRANSFER OF TITLE TO PREMISES LEASED BY THE GOVERNMENT IS NOT WITHIN THE SCOPE OF SECTION 3737. THE RIGHT OF THE GRANTEE OF THE LESSOR TO RECEIVE PAYMENT OF RENT PROVIDED IN THE LEASE IS DEPENDENT UPON THE TRANSFER OF TITLE FROM SAID LESSOR TO SAID GRANTEE. THE BEST EVIDENCE OF SUCH TRANSFER BEING THE DEED BY WHICH IT WAS ACCOMPLISHED. WHEREIN ATTENTION WAS INVITED TO CERTAIN CONTRACTS FILED IN THE GENERAL ACCOUNTING OFFICE. ATTENTION WAS ALSO INVITED TO A LEASE ENTERED INTO WITH THE OWNERS OF CERTAIN PROPERTY. IN THIS LATTER CONNECTION THE REPLY WAS AS FOLLOWS: * * * THE UTICA MACARONI MANUFACTURING COMPANY.

A-3889, AUGUST 20, 1924, 4 COMP. GEN. 193

CONTRACTS - AUTHORITY TO SIGN - LEASES TRANSFERRED BY LESSOR BY VIRTUE OF SALE OF PROPERTY LEASED THE INTERESTS OF THE UNITED STATES REQUIRE THAT THE AUTHORITY OF OFFICERS OF CORPORATIONS TO BIND SUCH CORPORATIONS SHOULD BE AFFIRMATIVELY ESTABLISHED IN EACH INSTANCE, EITHER BY A CERTIFICATE OF THE GOVERNMENT CONTRACTING OFFICER WHEN THE AMOUNT INVOLVED DOES NOT EXCEED $500, TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN SIMILAR CONTRACTS ON BEHALF OF THE CORPORATION WITH THE PUBLIC GENERALLY; OR, BY WRITTEN EVIDENCE OF AUTHORITY TO BIND THE CORPORATION ATTACHED TO THE AGREEMENTS OR CONTRACTS. THE TRANSFER OF TITLE TO PREMISES LEASED BY THE GOVERNMENT IS NOT WITHIN THE SCOPE OF SECTION 3737, REVISED STATUTES; HOWEVER, THE RIGHT OF THE GRANTEE OF THE LESSOR TO RECEIVE PAYMENT OF RENT PROVIDED IN THE LEASE IS DEPENDENT UPON THE TRANSFER OF TITLE FROM SAID LESSOR TO SAID GRANTEE, THE BEST EVIDENCE OF SUCH TRANSFER BEING THE DEED BY WHICH IT WAS ACCOMPLISHED, OR A PROPERLY AUTHENTICATED COPY THEREOF, WHICH, FOR PROTECTION OF PAYING OFFICERS, SHOULD BE ATTACHED TO THE LEASE.

COMPTROLLER GENERAL MCCARL TO THE SECRETARY OF THE TREASURY, AUGUST 20, 1924:

THERE HAS BEEN RECEIVED A LETTER DATED JUNE 23, 1924, FROM THE CHIEF CLERK, TREASURY DEPARTMENT, IN REPLY TO LETTER OF MAY 21, 1924, WHEREIN ATTENTION WAS INVITED TO CERTAIN CONTRACTS FILED IN THE GENERAL ACCOUNTING OFFICE, THE SAID CONTRACTS SIGNED BY OFFICERS OR AGENTS OF CORPORATIONS NOT BEING ACCOMPANIED BY AN AFFIRMATIVE SHOWING AS TO THE AUTHORITY OF SUCH OFFICERS OR AGENTS TO BIND SUCH CORPORATIONS. ATTENTION WAS ALSO INVITED TO A LEASE ENTERED INTO WITH THE OWNERS OF CERTAIN PROPERTY, THE SAID OWNERS HAVING DIVESTED THEMSELVES OF TITLE THERETO. IN THIS LATTER CONNECTION THE REPLY WAS AS FOLLOWS:

* * * THE UTICA MACARONI MANUFACTURING COMPANY, THE ORIGINAL OWNERS, ENTERED INTO THIS CONTRACT WITH THE UNITED STATES FOR ITSELF, ITS HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, OR ASSIGNS TO LET AND LEASE TO THE UNITED STATES CERTAIN PROPERTY DURING THE PERIOD JULY 1, 1923, TO JUNE 30, 1924. WHEN THE PROPERTY WAS SOLD TO THE UTICA PARTITION CORPORATION IT WOULD APPEAR THAT THE LATTER CORPORATION IS BOUND BY THE LEASE, AND, IN FACT, DID CONSIDER ITSELF SO BOUND, AS IT CONTINUED THE RENTAL OF THE PROPERTY TO THE CUSTOMS SERVICE WITHOUT OBJECTION.

IN DECISION OF JULY 10, 1924, 4 COMP. GEN. 38, WHICH IS EQUALLY APPLICABLE HERE, IT WAS SAID:

GENERALLY, AS TO THE FORM OF LEASES, ETC., SEE CIRCULAR NO. 109, ISSUED JUNE 1, 1923, BY THE DIRECTOR BUREAU OF THE BUDGET,"BY DIRECTION OF THE PRESIDENT.'

AS TO THE AUTHORITY OF CORPORATE OFFICERS TO SIGN CONTRACTS WITH THE GOVERNMENT FOR AND ON BEHALF OF THE CORPORATIONS, IT WAS SAID IN 3 COMP. GEN. 436, QUOTING FROM THE SYLLABUS, THAT:

"THE AUTHORITY OF OFFICERS OF CORPORATIONS GENERALLY TO SIGN CONTRACTS WITH THE GOVERNMENT ON BEHALF OF THE CORPORATION MUST BE AFFIRMATIVELY ESTABLISHED IN EACH INSTANCE, USUALLY BY FILING WITH THE CONTRACT EXTRACTS FROM THE ARTICLES OF INCORPORATION, BY-LAWS, OR MINUTES OF THE BOARD OF DIRECTORS, DULY CERTIFIED BY THE CUSTODIAN OF SUCH RECORDS UNDER CORPORATE SEAL.

"THE AUTHORITY OF OFFICERS OF PUBLIC-SERVICE CORPORATIONS, SUCH AS TELEGRAPH AND TELEGRAPH COMPANIES, TO SIGN CONTRACTS ON BEHALF OF THE CORPORATION MAY BE ESTABLISHED BY A CERTIFICATE BY THE CONTRACTING OFFICER REPRESENTING THE GOVERNMENT TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN REGULAR SERVICE CONTRACTS ON BEHALF OF THE CORPORATION WITH THE PUBLIC GENERALLY; WHEN SO CERTIFIED THE ABSENCE OF THE SEAL OF THE CORPORATION WILL NOT BE OBJECTED TO.'

IN 3 COMP. GEN. 467, QUOTING FROM THE SYLLABUS, IT WAS SAID:

"THE AUTHORITY OF OFFICERS OF CORPORATIONS TO SIGN CONTRACTS WITH THE GOVERNMENT ON BEHALF OF THE CORPORATION, IN ALL CASES WHERE THE AMOUNT IS LESS THAN $500, MAY BE ESTABLISHED BY A CERTIFICATE BY THE CONTRACTING OFFICER REPRESENTING THE GOVERNMENT TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN SIMILAR CONTRACTS ON BEHALF OF THE CORPORATION WITH THE PUBLIC GENERALLY.'

THE DECISIONS OF THIS OFFICE, CITED, STATE THE GENERAL RULE TO BE FOLLOWED--- THAT FORMAL WRITTEN CONTRACTS INVOLVING IN EXCESS OF $500 SHOULD BE ACCOMPANIED BY A FORMAL SHOWING UNDER CORPORATE SEAL OF THE AUTHORITY OF THE SIGNING OFFICERS TO CONTRACT; LESS FORMAL CONTRACTS OF THE DEPARTMENT OF AGRICULTURE--- WHICH HERE MAY BE CLASSED AS THOSE INVOLVING EXPENDITURES NOT IN EXCESS OF $500 SUCH AS USUALLY ARE MADE BY SIMPLE PROPOSAL AND ACCEPTANCE--- SHOULD SHOW THE AUTHORITY TO CONTRACT BY CERTIFICATE OF THE CONTRACTING OFFICER, UNLESS THE BIDDER SETS FORTH SUCH AUTHORITY IN THE PROPOSAL. THE REQUIREMENT OF A MORE FORMAL SHOWING OF AUTHORITY TO CONTRACT IN THOSE MINOR MATTERS, TO WIT, INVOLVING AMOUNTS UNDER $500, MAY BE CONSIDERED AS WAIVED. IT MAY BE ASSUMED THAT THE GENERAL SUPPLY COMMITTEE CONTRACTS CONTAIN A SHOWING OF THE AUTHORITY TO CONTRACT, AND PURCHASES BY THE RESPECTIVE DEPARTMENTS, ETC., THEREUNDER REQUIRE NO FURTHER SHOWING OF SUCH AUTHORITY.

THERE WOULD APPEAR TO BE NO ROOM FOR DOUBT THAT THE INTERESTS OF THE UNITED STATES REQUIRE THAT THE AUTHORITY OF OFFICERS OF CORPORATIONS TO BIND SUCH CORPORATIONS TO GOVERNMENT CONTRACTS SHOULD "BE AFFIRMATIVELY ESTABLISHED IN EACH INSTANCE," EITHER BY FURNISHING THE CERTIFICATE MENTIONED OR BY ATTACHING TO THE AGREEMENT OR CONTRACT THE WRITTEN EVIDENCE OF AUTHORITY TO BIND THE CORPORATION.

WITH RESPECT TO CONTRACTS HERETOFORE FILED, EXCEPT AS TO THOSE CASES IN WHICH THE INFORMATION MAY BE HEREAFTER SPECIFICALLY REQUESTED, NO FURTHER QUESTION NEED BE RAISED AS TO THE AUTHORITY OF THE SIGNING OFFICERS TO BIND THEIR RESPECTIVE CORPORATIONS.

THE TRANSFER OF TITLE TO PREMISES LEASED BY THE GOVERNMENT IS NOT WITHIN THE SCOPE OF SECTION 3737, REVISED STATUTES; HOWEVER, THE RIGHT OF THE GRANTEE OF THE LESSOR TO RECEIVE PAYMENT FROM THE GOVERNMENT OF THE RENT PROVIDED IN THE LEASE IS DEPENDENT UPON THE TRANSFER OF TITLE FROM SAID LESSOR TO SAID GRANTEE, THE BEST EVIDENCE OF SUCH TRANSFER BEING THE DEED BY WHICH IT WAS ACCOMPLISHED, OR A PROPERLY AUTHENTICATED COPY THEREOF. 15 COMP. DEC. 195. TO PROTECT THE PAYMENTS ALREADY MADE AND TO BE MADE BY PAYING OFFICERS, A PROPERLY AUTHENTICATED COPY OF THE DEED OF TRANSFER SHOULD BE OBTAINED AND FORWARDED TO THIS OFFICE FOR ASSOCIATION WITH THE LEASE THEREIN FILED.