First Capital Asset Mgmt., Inc. v. North Am. Consortium, Inc., 286 A.D.2d 263 (N.Y. App. Div. 2001). · Go Syfert
First Capital Asset Mgmt., Inc. v. North Am. Consortium, Inc., 286 A.D.2d 263 (N.Y. App. Div. 2001). Cases Citing This Book View Copy Cite
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Consortium , 286 AD2d 263, 264 [2001]; compare 44th-47th Realty Assoc. v Fuentes , 5 AD3d 207, 208 [2004], lv denied 2 NY3d 708 [2004]).
First Capital Asset Management, Inc.
v.
North American Consortium, Inc., and Sohrab Vahabzadeh
Appellate Division of the Supreme Court of the State of New York.
Aug 16, 2001.
286 A.D.2d 263
Cited by 2 opinions  |  Published

Judgment, Supreme Court, New York County (Beatrice Shainswit, J.), entered May 13, 1997, which, to the extent appealed from, granted defendant Sohrab Vahabzadeh’s motion for summary judgment and dismissed the causes of action seeking to hold him personally liable, unanimously reversed, on the law, with costs, motion denied and complaint reinstated as to defendant Vahabzadeh.

This is an action concerning the purported breach of a stock purchase agreement. Summary judgment was granted against two corporate entities in favor of plaintiff, but defendant Sohrab’s motion to dismiss was granted on the basis that he only signed in his individual capacity to bind himself to a restrictive covenant. In fact, Sohrab signed the agreement three times, once each on behalf of the corporate entities and once on his own behalf; there was nothing in the agreement which indicated that Sohrab’s signature was only intended to bind him to the restrictive covenant (see, Salzman Sign Co. v Beck, 10 NY2d 63, 67 [multiple signatures by individual evidence personal liability]). Although the first paragraph of the agreement specifically identifies the two corporations as the “buyer,” Sohrab was identified in a later notice section as one of the “purchasers.” The parties’ intentions regarding Sohrab’s personal liability are thus ambiguously stated in the agreement (see, Paribas Props. v Benson, 146 AD2d 522, 525; Oost-Lievense v North Am. Consortium, 969 F Supp 874, 879). Here, all the extrinsic evidence of the parties’ negotiation and conduct should be considered to determine the meaning of the agreement (cf., W.W.W. Assocs. v Giancontieri, 77 NY2d 157). The undisputed facts are that the two corporations had no assets and were solely owned by Sohrab, and that the agreement explicitly stated that the “buyer” had funds sufficient to pay the purchase price at the closing. Concur — Rosenberger, J. P., Andrias, Rubin, Buckley and Marlow, JJ.