Opinion
May 18, 1998
Appeal from the Supreme Court, Queens County (Leviss, J.H.O.).
Ordered that the judgment is reversed, on the law, with costs, and the complaint is dismissed.
Where there is a disclosed principal-agent relationship and the contract relates to a matter of the agency, the agent will not be personally bound unless there is clear and explicit evidence of the agent's intention to be personally bound ( see, Savoy Record Co. v. Cardinal Export Corp., 15 N.Y.2d 1, 4; Palisades Off. Group v. Kwilecki, 233 A.D.2d 490). The fact that the agent signs the purported agreement in his own name is of no moment where the party alleging personal liability on the agent's part was aware that the agent was, in fact, acting as the agent for a disclosed principal ( see, Kaszirer Diamonds v. Zohar Creations, 146 A.D.2d 492).
Here, the defendant signed a document agreeing to pay the plaintiff a "consulting fee" related to a real estate transaction between a corporation owned by the defendant and a third party, in which the plaintiff acted as a broker. Although the defendant did not specifically note on the document that he was signing in his capacity as corporate officer, the facts and circumstances surrounding the agreement support the conclusion that the defendant was acting as an agent for his own corporation and that the plaintiff had notice of the same. Accordingly, the defendant may not be held personally liable for the obligation.
Santucci, J.P., Joy, Florio and McGinity, JJ., concur.