Amli Chemical Corp. v. Pridetan Corp.

Appellate Division of the Supreme Court of New York

Amli Chemical Corp. v. Pridetan Corp.

81 A.D.2d 996, 440 N.Y.S.2d 66, 1981 N.Y. App. Div. LEXIS 11740

CourtAppellate Division of the Supreme Court of the State of New York

DecidedMay 28, 1981

StatusPublished

This text of 81 A.D.2d 996 (Amli Chemical Corp. v. Pridetan Corp.) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Amli Chemical Corp. v. Pridetan Corp., 81 A.D.2d 996, 440 N.Y.S.2d 66, 1981 N.Y. App. Div. LEXIS 11740 (N.Y. Ct. App. 1981).

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Opinion

— Appeal from an order of the Supreme Court at Special Term, entered November 26, 1980 in Fulton County, which denied the motion of defendant Pridetan Corporation to dismiss the complaint for failure to state a cause of action. In this action for damages for breach of a written contract, plaintiff’s complaint alleges that defendant Pridetan Corporation signed the subject agreement as agent for the codefendant Magicuer, S.A., a foreign corporation. Accordingly, defendant Pridetan sought dismissal for failure to state a cause of action on the ground an agent acting for a disclosed principal could not be personally bound absent a clear and explicit intent to substitute or add its personal liability for or to that of the principal (see Mencher v Weiss, 306 NY 1). While it is apparent plaintiff’s complaint, standing alone, could not survive the motion, opposing affidavits may be considered to determine whether a cause of action actually exists and here the affidavit of plaintiff’s president adequately supports a claim of substituted or superadded liability on the part of the agent (cf. Guggenheimer v Ginzburg, 43 NY2d 268; Rovello v Orofino Realty Co., 40 NY2d 633). Thus, the instant motion was properly denied. Order affirmed, with costs. Mahoney, P. J., Sweeney, Kane, Casey and Weiss, JJ., concur.

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— Appeal from an order of the Supreme Court at Special Term, entered November 26, 1980 in Fulton County, which denied the motion of defendant Pridetan Corporation to dismiss the complaint for failure to state a cause of action. In this action for damages for breach of a written contract, plaintiff’s complaint alleges that defendant Pridetan Corporation signed the subject agreement as agent for the codefendant Magicuer, S.A., a foreign corporation. Accordingly, defendant Pridetan sought dismissal for failure to state a cause of action on the ground an agent acting for a disclosed principal could not be personally bound absent a clear and explicit intent to substitute or add its personal liability for or to that of the principal (see Mencher v Weiss, 306 NY 1). While it is apparent plaintiff’s complaint, standing alone, could not survive the motion, opposing affidavits may be considered to determine whether a cause of action actually exists and here the affidavit of plaintiff’s president adequately supports a claim of substituted or superadded liability on the part of the agent (cf. Guggenheimer v Ginzburg, 43 NY2d 268; Rovello v Orofino Realty Co., 40 NY2d 633). Thus, the instant motion was properly denied. Order affirmed, with costs. Mahoney, P. J., Sweeney, Kane, Casey and Weiss, JJ., concur.

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Bluebook (online)

81 A.D.2d 996, 440 N.Y.S.2d 66, 1981 N.Y. App. Div. LEXIS 11740, Counsel Stack Legal Research, https://law.counselstack.com/opinion/amli-chemical-corp-v-pridetan-corp-nyappdiv-1981.

Opinion

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