COMPASS CONCIERGE LLC v. 142 DUANE REALTY CORP (2023)

Order, Supreme Court, New York County (David B. Cohen, J.), entered on or about August 1, 2022, which granted defendants’ motion to dismiss the complaint as to defendant Stephen Corelli, dismissed the second cause of action as against defendant 142 Duane Realty Corp., and denied plaintiff's cross-motion for summary judgment, unanimously affirmed, without costs.

The court correctly dismissed the breach of contract claim against Corelli because he was not a party to the contract, and the complaint did not cite any facts that would support piercing the corporate veil to hold him personally liable for Duane Realty's alleged breach of the contract.  It is well-established that signing a contract on behalf of a corporation does not make the signatory personally liable under the contract (see Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460, 468, 527 N.Y.S.2d 195, 522 N.E.2d 40 [1988];  Georgia Malone & Co., Inc. v. Rieder, 86 A.D.3d 406, 408, 926 N.Y.S.2d 494 [1st Dept. 2011], affd 19 N.Y.3d 511, 950 N.Y.S.2d 333, 973 N.E.2d 743 [2012]).  Moreover, nothing in the contract suggests that the parties intended to bind Corelli personally (see Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 [2002]).

The second cause of action for breach of the implied covenant of good faith and fair dealing was correctly dismissed as to Corelli in the absence of an enforceable contract to which he was a party and in which the covenant would be implied (see Core Dev. Group LLC v. Spaho, 199 A.D.3d 447, 449, 157 N.Y.S.3d 416 [1st Dept. 2021]).  The third cause of action for quantum meruit was also correctly dismissed as to him because there are no facts cited that indicate that plaintiff's services were accepted by him rather than by Duane Realty (see Freedman v. Pearlman, 271 A.D.2d 301, 304, 706 N.Y.S.2d 405 [1st Dept. 2000]).  The fourth cause of action for unjust enrichment was defective because no facts were alleged that would indicate a relationship between Corelli and plaintiff that would have caused inducement or reliance by plaintiff (see Mandarin Trading Ltd. v. Wildenstein, 16 N.Y.3d 173, 182, 919 N.Y.S.2d 465, 944 N.E.2d 1104 [2011]).

The court also properly dismissed the second cause of action for breach of the implied duty of good faith and fair dealing against defendant 142 Duane Realty Corp. The allegations on the breach of the covenant of good faith and fair dealing mirror the breach of contract claim, and both claims seek the same contractual damages (see Polaris Venture Partners VI L.P. v. AD–Venture Capital Partners L.P., 179 A.D.3d 548, 114 N.Y.S.3d 639 [1st Dept. 2020]).

Plaintiff's cross-motion for summary judgment was properly denied as premature because it was filed prior to issue being joined (CPLR 3212[a]), and this requirement is strictly adhered to (see City of Rochester v. Chiarella, 65 N.Y.2d 92, 101, 490 N.Y.S.2d 174, 479 N.E.2d 810 [1985]).  Moreover, none of the exceptions to this rule are applicable (see Mihlovan v. Grozavu, 72 N.Y.2d 506, 508, 534 N.Y.S.2d 656, 531 N.E.2d 288 [1988]).

We have considered plaintiff's remaining arguments and find them unavailing.