YELLOW BOOK CO INC v. MEGA

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Supreme Court, Appellate Term, New York.

YELLOW BOOK CO., INC., Appellant, v. Karen MEGA, Respondent, et al., Defendant.

Decided: October 24, 2001

Present:  FLOYD, P.J., DOYLE and WINICK, JJ. Jerry I. Lefkowitz, Lake Success, for appellant. No appearance for respondent.

Judgment, insofar as appealed from, unanimously reversed without costs and judgment directed to be entered in favor of plaintiff against defendant Karen Mega in the principal sum of $4,726.09 together with interest, costs, and disbursements in the court below.

In this breach of contract action, defendant Mega testified that she read the contract and noticed the printed words directly beneath her signature which read:  “Individually and For Company (Read Clause 15 On Reverse Side)”. On the reverse side of the contract, paragraph 15 states:

“15.  A.) THE PERSON SIGNING THIS AGREEMENT WARRANTS THAT HE IS AUTHORIZED TO SIGN IT.

B.) THE SIGNER OF THE CONTRACT, DOES, BY HIS EXECUTION OF THIS AGREEMENT, PERSONALLY UNDERTAKE AND ASSUME THE FULL PERFORMANCE HEREOF INCLUDING PAYMENTS OF AMOUNTS DUE HEREUNDER.”

As previously held by this court in Yellow Book Co., Inc. v. Baum (N.Y.L.J., Jan. 2, 2001, [App.Term, 9th & 10th Jud. Dists.] ), which involved the same unambiguous contract, the aforementioned language made the individual defendant aware that by signing the subject contract, she was personally bound thereby and would be liable for any nonpayment thereof.   While defendant Mega contends that by writing the letters “PRS” (to indicate that she was president of the corporate defendant) after her signature she was not incurring personal liability, such contention is without merit (see, Valley Stream Aluminum Mfg. Co. v. Levitt, N.Y.L.J., May 5, 1997 [App.Term, 9th & 10th Jud. Dists.] ).   Contrary to the lower court's findings, this is not a case where the plaintiff attempted to “trap an unwary person” into making an unintended assumption of personal liability by inserting an obscure clause in the midst of a lengthy and complex contract (Yellow Book Co., Inc. v. Baum, supra;  Yellow Book of New York LP v. Kim, 2001 WL 1700320, decided herewith;  see, Florence Corp. v. Penguin Constr. Corp., 227 A.D.2d 442, 642 N.Y.S.2d 697;  Goodfellow Auto Body Supplies of Suffolk, Inc. v. DeMarco, N.Y.L.J., June 25, 1999 [App.Term, 9th & 10th Jud. Dists.];   Valley Stream Aluminum Mfg. Co. v. Levitt, supra;  cf., Salzman Sign Co. v. Beck, 10 N.Y.2d 63, 217 N.Y.S.2d 55, 176 N.E.2d 74).

MEMORANDUM.