| Sunquest Enters., Inc. v Zar |
| 2014 NY Slip Op 01551 [115 AD3d 486] |
| March 11, 2014 |
| Appellate Division, First Department |
| Sunquest Enterprises, Inc., Appellant, v MonsourZar et al., Respondents. |
—[*1] Sills Cummis & Gross P.C., New York (Kenneth R. Schachter of counsel), forrespondents.
Order, Supreme Court, New York County (Melvin L. Schweitzer, J.), entered on orabout April 9, 2013, which denied plaintiff's motion for summary judgment on itscomplaint, unanimously affirmed, without costs.
Plaintiff is correct that, had defendants entered into a contract on behalf of anonexistent entity, for example, the Studio 1 entity that was dissolved by taxproclamation in 1992, they would be personally liable under the contract (see ImeroFiorentino Assoc. v Green, 85 AD2d 419, 420-421 [1st Dept 1982]; Benfield Elec. Supply Corp. v C &L El. Controls, Inc., 58 AD3d 423, 423-424 [1st Dept 2009]). However,defendants raised an issue of fact whether they contracted on behalf of a nonexistententity or the currently existing division of their corporation, by presenting documentaryevidence showing that the Studio 1 for which they ordered goods is a division ofShazdeh Fashions, Inc., of which they are officers. This evidence includes documentsexchanged with plaintiff during other transactions that predate this one as well asdocuments that postdate this transaction. Concur—Mazzarelli, J.P., Sweeny,DeGrasse, Manzanet-Daniels and Gische, JJ. [Prior Case History: 2013 NY Slip Op33358(U).]