On March 27, 2024, the Second Department issued a decision in Regal Commodities v. Tauber, 2024 NY Slip Op. 01736, holding that an agent who negotiated a contract on behalf of a disclosed principal was not bound by the contract, explaining:
An agent who enters into a contract on behalf of a disclosed principal is not personally liable unless there is clear and explicit evidence of the agent’s intention to be personally bound. A principal is disclosed if at the time of a transaction conducted by an agent, the other party to the contract had notice that the agent was acting for the principal and of the principal’s identity. The party claiming, as an affirmative defense to liability for breach of contract, that an agency relationship existed must demonstrate that the agency relationship and the identity of the principal were disclosed.
Here, as to Tauber’s cross-motion for summary judgment dismissing the second amended complaint insofar as asserted against him, Tauber demonstrated, prima facie, that he was acting as an agent for a disclosed principal, namely, Hena, and that he did not purport to bind himself individually under the contract. To that end, Tauber submitted emails dated September 20, 2017, September 25, 2017, and January 8, 2018, between himself and Apuzzo, identifying Hena as the customer and containing Hena’s name and address in the signature block. Indeed, the plaintiff’s demand letter dated September 20, 2019, in which the plaintiff’s counsel referred to the contract as being between the plaintiff and Hena and demanded full payment from Hena, confirms the plaintiff’s understanding that its contract was with Hena, and not with Tauber, individually. In opposition, the plaintiff failed to raise a triable issue of fact.
(Internal quotations and citations omitted).