The Appellate Court's Decision

The appellate court affirmed.

In its decision, the appellate court first explained that corporate officers may not be held personally liable on contracts of their corporations, provided that they had not purported to bind themselves individually under such contracts. The appellate court added, however, that corporate officers "may be held personally liable for torts committed in the performance of their corporate duties."

In this case, the appellate court found, Mr. Miller had established his prima facie entitlement to judgment as a matter of law dismissing the third cause of action by demonstrating that he had not engaged in any independent tortious conduct with respect to the handling of Towers' insurance policy. According to the appellate court, at all relevant times, Mr. Miller "was acting within the course and scope of his employment with DMA" and any alleged negligence in failing to advise the Towers of a change to the coverage provided by its insurance policy "was due to a failure on the part of DMA." The appellate court ruled that the Towers had not raised a triable issue of fact in opposition to Mr. Miller's showing.

The appellate court reached the same conclusion with respect to the fourth cause of action. It noted that when an agent acted on behalf of a disclosed principal, the agent would "not be personally liable for a breach of contract" unless there was "clear and explicit evidence of the agent's intention to be personally bound." It then decided that Mr. Miller had established his prima facie entitlement to judgment as a matter of law dismissing this cause of action by demonstrating that there was "no evidence of his intent to be personally bound." Again, the appellate court found that the Towers had not raised a triable issue of fact.

The case is Lido Beach Towers v. Denis A. Miller Ins. Agency, Inc., No. 601220/13 (N.Y. App.Div. 2d Dep't May 27, 2015). Attorneys involved include: Wilkofsky, Friedman, Karel & Cummins, New York, N.Y. (Mark L. Friedman of counsel), for plaintiffs-appellants; Goldberg Segalla LLP, New York, N.Y. (Peter J. Biging and Jennifer H. Feldscher of counsel), for defendant-appellant; Keidel, Weldon & Cunningham, LLP, White Plains, N.Y. (Debra M. Krebs of counsel), for respondent.