Staubs v. State of New York

Opinion

Staubs v State of New York

2026 NY Slip Op 04804

July 30, 2026

Appellate Division, Third Department

Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431.

This decision is uncorrected and subject to revision before publication in the Official Reports.

Benjamin Staubs, as Assignee of Novielli Boat Builders, Inc., Appellant,

v

State of New York, Respondent.

Decided and Entered:July 30, 2026

CV-25-1253

Calendar Date: June 1, 2026

Before: Clark, J.P., Fisher, Powers, Mackey And Corcoran, JJ.

Benjamin Staubs, North Bay Village, Florida, appellant pro se.

Letitia James, Attorney General, Albany (Owen Demuth of counsel), for respondent.

[*1]

Corcoran, J.

Appeal from an order of the Court of Claims (Catherine Leahy-Scott, J.), entered February 27, 2025, which granted defendant's motion to dismiss the claim.

Claimant, individually and purportedly as assignee of Novielli Boat Builders, Inc. (hereinafter Novielli), commenced this action for money damages in the Court of Claims alleging breach of a contract between Novielli and the Department of Environmental Conservation (hereinafter DEC) for the delivery of custom-made aluminum watercraft. In relevant part, the contract required Novielli to pursue administrative review of most contractual disputes and prohibited Novielli from assigning its rights under the contract without DEC's prior written consent.

After Novielli delivered six watercraft, DEC determined that the vessels did not meet the contractual specifications and it terminated the agreement. Novielli pursued the contract's administrative appeal process, which culminated in a final agency determination upholding DEC's termination of the contract because the boats deviated from the specified construction requirements, i.e., the watercraft did not have the requisite hull thickness. Claimant thereafter commenced this action in the Court of Claims asserting 30 causes of action, including breach of contract. The claim also alleged that Novielli had assigned its rights under the contract to him. DEC moved to dismiss the claim, arguing, among other things, that claimant lacked capacity to sue because (1) the purported assignment violated the contract's non-assignment clause and (2) claimant, a non-attorney, could not prosecute a claim on behalf of the corporation. DEC also moved to dismiss on the ground that the parties agreed that any claim by Novielli arising from the contract must be brought pursuant to CPLR article 78, after exhausting prescribed agency reviews, and that the Court of Claims lacked subject matter jurisdiction. The Court of Claims granted the motion and dismissed the claim. Claimant appeals.

As an initial matter, claimant does not challenge on this appeal the dismissal of the claim that he asserted in his individual capacity and, therefore, any contention that he possessed a personal right to sue is abandoned (see Deutsche Bank Natl. Trust Co. v LeTennier, ___ AD3d ___, ___, 250 NYS3d 260, 264-265 [3d Dept 2026]; Matter of Matthew L. v Sierra N., 229 AD3d 866, 867 n 1 [3d Dept 2024], lv denied 42 NY3d 907 [2024]). Additionally, claimant's contention that the anti-assignment clause was ambiguous is unpreserved, as he failed to raise it before the Court of Claims (see Singh v State of New York, 240 AD3d 1022, 1024 [3d Dept 2025], lv denied 45 NY3d 901 [2026]; Ross v State of New York, 217 AD3d 1225, 1226 [3d Dept 2023]). Accordingly, the dispositive issue on appeal is whether Novielli validly assigned its contractual rights to claimant. We find that it did not, and therefore affirm.

"In New York, there are few restrictions on who may bring . . . a lawsuit" (Ezrasons, Inc. v Rudd, [*2]44 NY3d 532, 544 n 1 [2025]). "[C]apacity to sue concerns a litigant's power to appear and bring his or her grievance before the court" (Kushakow v Law Offs. of Joseph B. Rosenberg, 246 AD3d 885, 886 [2d Dept 2026] [internal quotation marks, brackets and citation omitted]; see Matter of World Trade Ctr. Lower Manhattan Disaster Site Litig., 30 NY3d 377, 384 [2017]). CPLR 3211 (a) (3) allows the court to dismiss an action where the party bringing the action lacks the legal capacity to sue (see Clarke v Town of Newburgh, ___ NY3d ___, ___, 2025 NY Slip Op 06359, *4 [2025]). When considering defendant's pre-answer motion to dismiss, the Court of Claims was required to accept the facts alleged as true and accord claimant the benefit of every favorable inference, determining only whether the alleged facts fit within any cognizable legal theory (see Matter of Manahata Med. Servs. P.C. v Kohli, 249 AD3d 1360, 1362 [3d Dept 2026]).

A corporation has the capacity to sue and be sued (see Business Corporation Law § 202 [a] [2]) but "shall appear by attorney" (CPLR 321 [a]). Where the answering party must be represented by an attorney, any action taken by a non-attorney representative is deemed a nullity (see Wah Win Group Corp. v 979 Second Ave. LLC, 246 AD3d 607, 608 [1st Dept 2026]; Center for Jud. Accountability, Inc. v Cuomo, 167 AD3d 1406, 1409 [3d Dept 2018], appeal dismissed 33 NY3d 993 [2019], lv dismissed & denied 34 NY3d 961 [2019]; DeMartino v Golden, 150 AD3d 1200, 1201 [2d Dept 2017]). While a corporation may assign its claims to an individual to evade the requirements of CPLR 321 (a) (see Matter of Nieblas-Love v New York City Hous. Auth., 212 AD3d 509, 510 [1st Dept 2023], lv dismissed 40 NY3d 973 [2023]; Hidden Pond Schodack, LLC v Hidden Pond Homes, Inc., 189 AD3d 1792, 1793-1794 [3d Dept 2020]), there must still be a "valid assignment" (Ficalora v Town Bd. Govt. of E. Hampton, 276 AD2d 666, 666 [2d Dept 2000], appeal dismissed 96 NY2d 813 [2001]; see Medical Facilities v Pryke, 172 AD2d 338, 339 [1st Dept 1991]). While " '[n]o particular words are necessary to effect an assignment,' " there must at least " 'be a perfected transaction between the assignor and assignee, intended by those parties to vest in the assignee a present right in the things assigned' " (Avalon LLC v Coronet Props. Co., 306 AD2d 62, 62-63 [1st Dept 2003], lv denied 100 NY2d 513 [2003], quoting Leon v Martinez, 84 NY2d 83, 88 [1994]).

Here, the Court of Claims correctly concluded that claimant failed to establish a valid assignment. Although claimant sought to prosecute claims belonging to Novielli, the record contains scant evidence of his relationship with the corporation and no proof of his authority to act on its behalf. The purported assignment declares that claimant owns the rights, benefits, contract debts and payments due to Novielli, but this document was signed only by claimant; there is no proof either that Novielli consented to the assignment or that claimant [*3]had authority to act on its behalf. In communications with DEC before litigation, claimant identified himself as Novielli's "senior contract manager" and elsewhere referred to Novielli as "my company," yet he did not submit any corporate resolution, proof of ownership interest or other evidence of his authority to transfer the corporation's rights or proof that the transfer comported with corporate formalities (compare Hidden Pond Schodack, LLC v Hidden Pond Homes, Inc., 189 AD3d at 1794; Kinlay v Henley, 57 AD3d 219, 220 [1st Dept 2008]). Even the unsigned exemplar contract documents do not support any inference that claimant held a corporate role allowing him to act on Novielli's behalf. Indeed, the assignment was executed solely by claimant, the day before he filed his opposition to the motion to dismiss. In summary, the record is devoid of competent proof that Novielli validly assigned any rights to claimant.

Moreover, even if the assignment had been authorized and executed, the Court of Claims properly found that the contract expressly prohibited the purported assignment. "[A]n anti-assignment clause prohibits unilateral assignments either by voiding the assignment entirely or by encumbering it by requiring the non-assigning party to approve or consent to any assignment of the contract"(Brettler v Allianz Life Ins. Co. of N. Am., 40 NY3d 450, 454 [2023]; accord Allhusen v Caristo Constr. Corp., 303 NY 446, 452 [1952]; see Richard A. Hutchens CC, L.L.C. v State of New York, 59 AD3d 766, 769 [3d Dept 2009], lv denied 12 NY3d 712 [2009]). "If an anti-assignment clause includes clear language and the plainest words stating that an assignment made in contravention of the original contract is void, then the clause operates to destroy any purported assignments" (Brettler v Allianz Life Ins. Co. of N. Am., 40 NY3d at 454 [internal quotation marks and citations omitted]). Here, the contracting parties expressly agreed that Novielli's "right, title or interest [in the contract]" could not be assigned without DEC's prior written consent and that any attempt to do so would be "null and void." Although the clause further allowed Novielli to "assign its right to receive payment without the State's prior written consent," the purported assignment sought to transfer far more than the right to receive payment, instead broadly conveying "all rights, title, ownership, benefits, claims, payments due and any legal authority" related to the contract. The anti-assignment provision permitted Novielli, at most, to assign payments; it did not permit the corporation to assign its right to sue on its behalf. Thus, absent DEC's prior written consent, the purported assignment was void, depriving claimant of any right to sue on Novielli's behalf. Additionally, because Novielli is a corporation that could appear only through counsel (see CPLR 321 [a]), claimant, a non-attorney, lacked authority to maintain the action.

In light of this determination, we need not reach the [*4]parties' remaining contentions, including those concerning subject matter jurisdiction and the contractual dispute resolution provisions, as they are now academic.

Clark, J.P., Fisher, Powers and Mackey, JJ., concur.

ORDERED that the order is affirmed, without costs.