Opinion
2014-03-11
SUNQUEST ENTERPRISES, INC., Plaintiff–Appellant, v. Monsour ZAR, et al., Defendants–Respondents.
Law Offices of Michael A. Haskel, Mineloa (Michael A. Haskel of counsel), for appellant. Sills Cummis & Gross P.C., New York (Kenneth R. Schachter of counsel), for respondents.
Law Offices of Michael A. Haskel, Mineloa (Michael A. Haskel of counsel), for appellant. Sills Cummis & Gross P.C., New York (Kenneth R. Schachter of counsel), for respondents.
Order, Supreme Court, New York County (Melvin L. Schweitzer, J.), entered on or about April 9, 2013, which denied plaintiff's motion for summary judgment on its complaint, unanimously affirmed, without costs.
Plaintiff is correct that, had defendants entered into a contract on behalf of a non-existent entity, for example, the Studio 1 entity that was dissolved by tax proclamation in 1992, they would be personally liable under the contract ( see Imero Fiorentino Assoc. v. Green, 85 A.D.2d 419, 420–421, 447 N.Y.S.2d 942 [1st Dept.1982];Benfield Elec. Supply Corp. v. C & L El. Controls, Inc., 58 A.D.3d 423, 423–424, 870 N.Y.S.2d 304 [1st Dept.2009] ). However, defendants raised an issue of fact whether they contracted on behalf of a non-existent entity or the currently existing division of their corporation, by presenting documentary evidence showing that the Studio 1 for which they ordered goods is a division of Shazdeh Fashions, Inc., of which they are officers. This evidence includes documents exchanged with plaintiff during other transactions that pre-date this one as well as documents that post-date this transaction. MAZZARELLI, J.P., SWEENY, DeGRASSE, MANZANET–DANIELS, GISCHE, JJ., concur.