On January 12, 2026, Justice Bannon of the New York County Commercial Division issued a decision in Access Advance LLC v. Shenzhen Geniatech Inc., 2026 NY Slip Op. 30198(U), holding that a party that did not sign a contract can be liable for breach of the contract as an alter ego of a signer, explaining:
The plaintiff’s sole claim of breach of contract against Geniatech USA is sufficiently pleaded. There is no dispute that there is a contract, that the plaintiff performed, that one or both defendants breached, and that monetary damages resulted. To be sure, Geniatech USA was not a signatory to the agreements. Generally, there can be no breach of contract claim against a non-signatory to the contract. However, liability under an agreement can be extended to a non-signatory if it was an alter ego of a signatory to the agreement. In order to state a claim for alter ego liability, plaintiff is generally required to allege ‘complete domination of the corporation in respect to the transaction attacked and that such domination was used to commit a fraud or wrong against the plaintiff which resulted in plaintiff’s injury.
Taking the plaintiff’s allegations as true and liberally construed, as the court must, it sufficiently pleads at least an alter ego theory of liability based on the intentional underpayment of royalties. While Fang avers that the two entities are independent and operate separately without control of one by the other, affidavits submitted by a [defendant] will almost never warrant dismissal under 3211 unless they establish conclusively that plaintiff has no cause of action. Here, Fang’s conclusory affidavit is insufficient to show that the plaintiff has no cause of action against Geniatech USA. Indeed, that the only affidavit submitted by Geniatech USA in support of its motion is one from its sole member who is also the CEO of Shenzhen is indicative of the common control and close relationship between the two entities.
(Internal quotations and citations omitted).