On September 3, 2024, Justice Bannon of the New York County Commercial Division issued a decision in Putney Inv. Group Ltd. V. New Hampshire Ins. Co., 2024 NY Slip Op 33083(U), holding that a corporation cannot avoid being bound by a contract because it did not use its full, proper corporate name, explaining:
The defendants’ documentary evidence fails to utterly refute the allegation that AIG, Inc. was a party to the Agreement. A party’s name on the signature line of a contract is evidence of intent to be bound by the contract terms. While the defendants correctly note that the Agreement only references “AIG,” which is not a formal legal entity, the fact that the Agreement may have used an informal name for the company does not preclude AIG, Inc. from being bound. Indeed, in at least one contemporaneous communication, Loomis, who allegedly executed the Agreement on behalf of AIG, Inc., used “AIG” as an expressly defined term to refer to “the American International Group.”
The defendants further argue that the references to “AIG” in the Agreement are insufficient to bind AIG, Inc. because that term should be understood as generic, like a logo or the stem of an @aig.com email address, which merely indicates NHIC’s inclusion among the AIG group of companies, of which AIG, Inc. is the ultimate parent company. For example, in Buffalo Xerographic, Inc. v Hartford Ins. Grp., a case cited by the defendants, a contract’s generic references to a corporate parent were held to be insufficient to bind the parent to the contract signed by its subsidiary. However, the instant action is distinguishable from Buffalo Xerographic because Loomis is alleged to have signed the Agreement on behalf of both NHIC and AIG, Inc. In other words, the appearance of “AIG” on the signature line of the Agreement provides some evidence of AIG, lnc.’s intent to be bound, whereas Buffalo Xerographic involved a contract that included stray references to the parent company of the contracting subsidiary corporation, but was not, as may be the case here, executed on behalf of both the subsidiary and the parent company.
(Internal quotations and citations omitted).