| Yellow Book of N.Y., Inc. v Shelley |
| 2010 NY Slip Op 05760 [74 AD3d 1333] |
| June 29, 2010 |
| Appellate Division, Second Department |
| Yellow Book of New York, Inc., Formerly Known as Yellow Bookof New York, L.P., Respondent, v Jack Shelley, Appellant, et al.,Defendants. |
—[*1] Concetta G. Spirio, Central Islip, N.Y., for respondent.
In an action to recover damages for breach of contract, the defendant Jack Shelley appeals,as limited by his brief, from so much of a judgment of the Supreme Court, Nassau County(Mahon, J.), entered February 24, 2009, as, upon an order of the same court dated December 4,2008, inter alia, granting that branch of the plaintiff's motion which was for summary judgmenton the complaint insofar as asserted against him, is in favor of the plaintiff and against him in theprincipal sum of $39,109.09.
Ordered that the judgment is affirmed insofar as appealed from, with costs.
The defendant Jack Shelley, who is the president of the corporate defendant 2 Shell Interiors,Inc., doing business as All Commercial Construction Co. (hereinafter 2 Shell), signed certainadvertising contracts with the plaintiff. There was a notation under the signature line on eachcontract which recited that the signatory was signing "Individually and for the Company," anddirected the signatory to read a clause on the reverse side of the particular contract. The clause inquestion in each of the respective contracts explicitly provided that the signatory of the contractagreed to accept personal liability for full performance. The contracts further provided that nooral agreements could alter the contract terms.
The plaintiff commenced this action to recover damages for breach of the contracts, andmoved for summary judgment on the complaint against both Shelley and 2 Shell. In oppositionto the motion, Shelley claimed that he told the plaintiff's representatives that he was signing onlyfor the company and not individually. The Supreme Court granted the plaintiff's motion in itsentirety. On appeal, Shelley argues that he is not individually liable pursuant to the contracts. Wereject his contention.
An agent who signs an agreement on behalf of a disclosed principal will not be held liablefor its performance unless the agent clearly and explicitly intended to substitute his personalliability for that of his principal (see Key Equip. Fin. v South Shore Imaging, Inc., 69AD3d 805 [2010]; Yellow Book of NY v DePante, 309 AD2d 859, 860 [2003]; StarVideo Entertainment v J & I Video Distrib., 268 AD2d 423 [2000]). In the instant case,Shelley, as president of 2 Shell (see Yellow Book Co. v Mega, 190 Misc 2d 108 [2001];cf. Yellow Book of NY v DePante, 309 AD2d at 860), explicitly agreed to acceptpersonal liability. [*2]Accordingly, the plaintiff, by submittingthe signed contracts in connection with its motion, established its entitlement to judgment as amatter of law against Shelley.
Since the written contracts between the parties were unambiguous, parol evidence withrespect to a contrary intent was not admissible (see Willsey v Gjuraj, 65 AD3d 1228,1230 [2009]; Henrich v Phazar Antenna Corp., 33 AD3d 864, 867 [2006]). Since Shelleyrelied on parol evidence in opposition to the plaintiff's motion, he failed to raise a triable issue offact. Prudenti, P.J., Skelos, Florio and Sgroi, JJ., concur.