## Facts

- A homeowner contracted for construction of a new home; the written agreement identified the builder as “J & J Enterprises.”
- The contract and accompanying specifications did not state that “J & J Enterprises” was a corporate trade name, did not identify any corporation as principal, and did not identify the signer as a corporate officer or agent.
- The individual defendant signed the contract and related documents without any designation indicating representative capacity (e.g., officer title or “on behalf of” language).
- The homeowner sued the individual for breach of contract and breach of warranty, alleging the individual was the builder doing business under the assumed name “J & J Enterprises.”
- After learning that “J & J Enterprises” was a trade name for a corporation (Jean M. Valentino, Inc.), the homeowner amended the complaint to add the corporation as a defendant.
- Defendants submitted business and insurance-related documents contending the homeowner had notice that the individual acted as an agent for a corporate principal.

## Issues

1. Whether the individual defendant was entitled to dismissal on the ground that he acted only as an agent for a disclosed corporate principal, where the contract did not identify the principal or representative capacity.
2. Whether defendants’ documentary submissions “utterly refuted” the homeowner’s allegation that the principal was not disclosed at the time of contracting, as required for dismissal under CPLR 3211(a)(1).
3. Whether the pleadings stated viable contract and warranty claims against the individual under CPLR 3211(a)(7) given alleged nondisclosure of agency and principal identity.

## Decision

- The appellate court reversed the order to the extent it dismissed the complaint against the individual defendant.
- The court held that the documentary evidence did not “utterly refute” the allegation that the homeowner lacked notice of any agency relationship and did not know the principal’s identity at the time of contracting.
- The claims against the individual were reinstated, allowing the action to proceed against both the corporation and the individual.

## Legal Principles

- An individual who signs a contract as an agent may be personally liable if the agency relationship is not disclosed.
- A principal is “disclosed” only if, at the time of the transaction, the other contracting party had notice that the agent acted for a principal and knew the principal’s identity.
- On a CPLR 3211(a)(1) motion, documentary evidence must “utterly refute” the plaintiff’s factual allegations and conclusively establish a defense as a matter of law.
- A contract’s failure to identify a corporate principal and the signer’s failure to indicate representative capacity can support an inference of nondisclosure, precluding dismissal at the pleading stage.
- Post-contract or third-party documents may have limited value in proving the other party’s knowledge at the time of contracting, and public availability of filings does not, by itself, establish disclosure.

## Conclusion

The court reinstated claims against the individual signer because the contract did not clearly disclose a corporate principal or representative capacity, and defendants’ documents did not conclusively show that the homeowner knew the principal’s identity when the agreement was made.


Winer v. Valentino, 121 A.D.3d 1264, 995 N.Y.S.2d 256 (N.Y. App. Div. 3d Dep’t 2014)