| Vulcan Power Co. v Munson |
| 2011 NY Slip Op 07917 [89 AD3d 494] |
| November 10, 2011 |
| Appellate Division, First Department |
| Vulcan Power Company, Respondent, v Stephen M.Munson, Defendant, and Soo Min Fay et al., Appellants. |
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Cohen and Gresser, LLP, New York (Daniel H. Tabak of counsel), for respondent.
Order, Supreme Court, New York County (Richard B. Lowe, III, J.), entered December 3,2010, which granted the motion of plaintiff, Vulcan Power Company, for summary judgment anddeclared as legal and binding a disputed stockholders agreement, unanimously affirmed, withoutcosts.
Defendants-appellants and defendant Munson, their representative, signed the stockholdersagreement without reading it. Defendants-appellants, in fact, never requested a copy of theagreement, depending instead on the representations of Munson, who, in turn, depended upon therepresentations of people whose interests were at odds with his and who he believed to beuntrustworthy. As a result, defendants are bound by the terms of the stockholders agreement (see Sorenson v Bridge Capital Corp.,52 AD3d 265, 266 [2008], lv dismissed 12 NY3d 748 [2009]; see alsoPimpinello v Swift & Co., 253 NY 159, 162-163 [1930]). Defendants' argument that theholding in Sorenson does not apply to signers of loose signature pages is without merit. Asigner's duty to read and understand that which it signed is not "diminished merely because [thesigner] was provided with only a signature page" (Hotel 71 Mezz Lender LLC v Falor, 64 AD3d 430, 430 [2009];see also Friedman v Fife, 262 AD2d 167, 168 [1999]).
Defendants' failure to read the stockholders agreement also precludes their fraud in theexecution defense (see First Natl. Bank of Odessa v Fazzari, 10 NY2d 394, 397-398[1961] [finding a non-English speaker negligent for not asking his wife to read a document ofobvious legal import, especially where he had done so in the past]; see also Sorenson, 52AD3d at 266 ["negligent failure to read (an) agreement() (precludes the assertion of) justifiablereliance, an [*2]essential element of fraud in the execution"]).
We have considered the parties' remaining arguments and find them unavailing.Concur—Tom, J.P., Andrias, Acosta, Freedman and Richter, JJ.