Kochiam International, Inc. v. Communication Control Systems

243 A.D.2d 284, 663 N.Y.S.2d 966, 1997 N.Y. App. Div. LEXIS 9663

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: October 9, 1997
• Status: Published

Opinion

Order, Supreme Court, New York County (Beverly Cohen, J.), entered June 11, 1996, which deemed plaintiffs’ motion to renew as one to reargue, and, thereupon adhered to the prior order, entered on or about December 21, 1995, denying plaintiffs’ cross motion for summary judgment, and, upon a search of the record, insofar as appealed from as limited by plaintiffs’ brief, granting defendant summary judgment on its counterclaim for breach of contract, unanimously modified, on the law and the facts, to grant renewal, and, upon renewal, to grant defendant summary judgment on such counterclaim as against the individual plaintiff only, grant the corporate plaintiff summary judgment dismissing such counterclaim as against it, and grant defendant summary judgment dismissing so much of plaintiffs’ cause of action for breach of contract as is asserted on behalf of the corporate plaintiff, and otherwise affirmed, without costs.

The corporate plaintiff cannot be held liable on the letter that defendant claims is a contract, such having been signed by the individual plaintiff only in an individual capacity. Neither can the letter afford the corporate plaintiff a cause of action for breach of contract in view of the individual plaintiff’s testimony that the check he tendered with the letter allegedly to demonstrate his good faith was nothing more than a loan to him from the corporate plaintiff. However, with respect to the individual plaintiff, we agree with the motion court that the letter contains all the material terms of the parties’ agreement, and otherwise manifests their mutual intent to be bound notwithstanding that a formal agreement was contemplated (see, Four Seasons Hotels v Vinnik, 127 AD2d 310, 317; Church of God of Prospect Plaza v Fourth Church of Christ, Scientist, 76 AD2d 712, 715, affd 54 NY2d 742). We make no determination as to the balance of plaintiffs’ claims. Concur—Murphy, P. J., Rosenberger, Wallach, Nardelli and Mazzarelli, JJ.