Appellate Division of the Supreme Court of New York, 2011

Stamina Products, Inc. v. Zintec USA, Inc.

Appellate Division of the Supreme Court of New York · Decided December 27, 2011

90 A.D.3d 1021; 935 N.Y.2d 629

Cases that cite this one

19 later published cases cite this decision. The 18 that cite it most often are listed here.

GMS Batching, Inc. v. TADCO Construction Corp. (Appellate Division of the Supreme Court of New York 2014)
Sammy Props., Inc. v. Al Saleh Assoc., LLC (Appellate Division of the Supreme Court of New York 2024)
Concavage Mar. Constr., Inc. v. Lou-Al-John Corp. (Appellate Division of the Supreme Court of New York 2021)
JT Queens Carwash, Inc. v. JDW & Associates, Inc. (Appellate Division of the Supreme Court of New York 2016)
Delco Dev. Co. of Hicksville, L.P. v. Shoes Etc., Inc. (Appellate Division of the Supreme Court of New York 2026)
166-20 Union Turnpike, LLC v. Tavak, LLC (Appellate Division of the Supreme Court of New York 2025)
Y.B. Assoc. Group, LLC v. Rubin (Appellate Division of the Supreme Court of New York 2023)
Li v. Navaretta (Appellate Division of the Supreme Court of New York 2023)
Gerding v. American Kennel Club (District Court, S.D. New York 2023)
Shephard v. Friedlander (Appellate Division of the Supreme Court of New York 2021)
Giambrone v. Arnone, Lowth, Wilson, Leibowitz, Adriano & Greco (Appellate Division of the Supreme Court of New York 2021)
Dean Bldrs. Group, P.C. v. M.B. Din Constr., Inc. (Appellate Division of the Supreme Court of New York 2020)
L'Aquila Realty, LLC v. Jalyng Food Corp. (Appellate Division of the Supreme Court of New York 2017)
DiCarlo Distributors, Inc. v. Hampton Bays Diner Corp. (Appellate Division of the Supreme Court of New York 2014)
Ho Sports, Inc. v. Meridian Sports, Inc. (Appellate Division of the Supreme Court of New York 2012)
Sales v. On Call Plumbing & Heating, Inc. (Appellate Division of the Supreme Court of New York 2012)
Yellow Book Sales & Distribution Co. v. On Call Plumbing & Heating, Inc. (Appellate Division of the Supreme Court of New York 2012)
Yellow Book Sales & Distribution Co. v. On Call Plumbing & Heating, Inc. (Appellate Division of the Supreme Court of New York 2012)

This list shows which later cases cite this one. It does not say how they treated it, and no review of that has been done. Not a substitute for Shepard’s or KeyCite — verify before relying.

Opinion of the Court

*1022A corporate officer who executes a contract acting as an agent for a disclosed principal is not liable for a breach of the contract unless it clearly appears that he or she intended to bind himself or herself personally (see Salzman Sign Co. v Beck, 10 NY2d 63, 65 [1961]; Yellow Book Sales & Distrib. Co., Inc. v Mantini, 85 AD3d 1019, 1021 [2011]; Weinreb v Stinchfield, 19 AD3d 482, 483 [2005]; Star Video Entertainment v J & I Video Distrib., 268 AD2d 423 [2000]). There must be “clear and explicit evidence of the agent’s ‘intention to substitute or superadd his personal liability for, or to, that of his principal’ ” (Star Video Entertainment v J & I Video Distrib., 268 AD2d at 423-424, quoting Savoy Record Co. v Cardinal Export Corp., 15 NY2d 1, 4 [1964]; see Yellow Book Sales & Distrib. Co., Inc. v Mantini, 85 AD3d at 1021).

Here, the individual defendant, Anthony Yau, made a prima facie showing of his entitlement to judgment as a matter of law by submitting evidentiary proof that he signed the subject agreement on behalf of a disclosed principal, the defendant Zintec USA, Inc., solely in his capacity as a corporate officer, and did not purport to bind himself individually under the agreement (see Georgia Malone & Co., Inc. v Rieder, 86 AD3d 406, 408 [2011]; Stern v H. DiMarzo, Inc., 77 AD3d 730, 731 [2010]; Khiyayev v MikeSad Enters., Inc., 66 AD3d 845, 846 [2009]; Wiernik v Kurth, 59 AD3d 535, 537 [2009]; Colucci v AFC Constr., 54 AD3d 798, 799 [2008]). In opposition, the plaintiff failed to raise a triable issue of fact (see Weinreb v Stinchfield, 19 AD3d at 483; John Holzer Assoc. v Orta, 250 AD2d 737 [1998]). Accordingly, the Supreme Court should have granted Yau’s motion for summary judgment dismissing the complaint insofar as asserted against him.

However, the Supreme Court properly denied the plaintiffs cross motion for summary judgment on the complaint. The plaintiff failed to make a prima facie showing of its entitlement to judgment as a matter of law, since it failed to demonstrate that its assignor supplied conforming materials and properly performed the services required under the terms of the assignor’s written agreement with the defendant Zintec USA, Inc. (see Alvarez v Prospect Hosp., 68 NY2d 320, 324 [1986]; Winegrad v New York Univ. Med. Ctr., 64 NY2d 851, 853 [1985]; *1023MPEG LA, LLC v Audiovox Elecs. Corp., 84 AD3d 1189, 1190 [2011]; McMahan v McMahan, 66 AD3d 970 [2009]). Since the plaintiff failed to meet its prima facie burden, we need not consider the sufficiency of the defendants’ opposition papers (see Winegrad v New York Univ. Med. Ctr., 64 NY2d at 853; MPEG LA, LLC v Audiovox Elecs. Corp., 84 AD3d at 1190). Rivera, J.E, Eng, Roman and Sgroi, JJ., concur.

Case-law data current through December 31, 2025. Source: CourtListener bulk data.