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YELLOW BOOK OF NY, LP, ETC., respondent, v. DOMINICK DEPANTE, ET AL., appellants.

DECISION ORDER

ORDERED that the order is modified, on the law, by deleting the provision granting that branch of the plaintiff's motion which was for summary judgment on the complaint insofar as asserted against the defendant Dominick DePante and substituting therefor a provision denying that branch of the motion; as so modified, the order is affirmed, with costs to the defendant Dominick DePante.

The individual defendant, Dominick DePante, an office manager employed by the corporate defendant, Boulevard Carriage Corporation, printed and signed his name on the face of two advertising form contracts executed on behalf of the corporate defendant. A clause on the reverse side of the contract provided that "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." An agent who signs an agreement on behalf of a disclosed principal will not be held liable for its performance unless the agent clearly and explicitly intended to substitute his personal liability for that of his principal ( see Savoy Record Co. v. Cardinal Export Corp., 15 N.Y.2d 1, 4-6; Salzman Sign Co. v. Beck, 10 N.Y.2d 63, 67; Star Video Entertainment v. J I Video Distrib., 268 A.D.2d 423; American Media Concepts v. Atkins Pictures, 179 A.D.2d 446; Paribas Props. v. Benson, 146 A.D.2d 522). Although DePante printed his name beside the corporation's name and signed the form contracts, there is a triable issue of fact as to whether he should be held personally liable for the amounts due under these advertising agreements ( see Bank of N.Y. v. Zator, 274 A.D.2d 488; Star Video Entertainment v. J I Video Distrib., supra; American Media Concepts v. Atkins Pictures, supra; cf. Florence Corp. v. Penguin Contr. Corp., 227 A.D.2d 442).

FLORIO, J.P., KRAUSMAN, LUCIANO, TOWNES and RIVERA, JJ., concur.

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YELLOW BOOK OF N.Y. v. DEPANTE
(Oct 20, 2003)