On October 15, 2025, Justice Bannon of the New York County Commercial Division issued a decision in Vaporvm Holding Corp. v. Fayazi, 2025 NY Slip Op. 34028(U), holding that a party was bound by an agreement he signed, despite claims that it was not the agreement he intended to sign, explaining:
The Vapor Parties insist the Release is void due to fraud in the execution. The Draft Release carves out an exception for the Non-Compete Undertakings, but the Release states that it “shall apply to or release [Fayazi] from his Non-Compete Undertakings.” They assert that Fayazi must have surreptitiously altered the Draft Release and that Fayazi had ample motive and opportunity to reformat it. They characterize Fayazi’s testimony that the Release had been printed from Asim’s computer in Vapor Dubai’s office as flimsy. Nonparty Husnain Abbas (Abbas) a Vapor Dubai employee, recalled being unable to print in the office on September 15, 2019, because “cartridges were expensive, we did not purchase replacements,” and believed that Fayazi brought the documents to the office for execution. Asim affirms that the Draft Release he intended to execute was switched and changed.
Defendants respond that Asim’s testimony does not support a claim for fraud in the execution. They observe that Asim testified, “I reviewed the documents on my screen; and when I signed, I just – I signed the documents. I did not read while signing, but I reviewed each of these documents on my screen.”
A valid release constitutes a complete bar to an action on a claim which is the subject of the release. While a release may not be read to cover matters which the parties did not desire or intend to dispose of, a release that is clear and unambiguous on its face will be enforced in accordance with its terms. A release may be invalidated for any of the traditional bases for setting aside written agreements, namely, duress, illegality, fraud, or mutual mistake. A party seeking to set aside a release as procured by fraud must establish the elements for a cause of action for fraud. The fraud must be a separate fraud from the subject of the release.
Defendants have established that the Release plainly and unambiguously released Fayazi from all claims that accrued prior to September 15, 2019, and unconditionally released him from the Non-Compete Undertakings. The Vapor Parties, in response, have failed to demonstrate that the Release is void for fraud in the execution. Proof that a party secretly substituted one type of document for another is evidence of fraud in the execution.
Here, Asim’s statement that the Draft Release must have been switched is speculative and unsupported by any specific facts surrounding the circumstances of the Release’s execution. Asim did not testify or affirm that Fayazi printed and personally handed him the unsigned Release for execution, that Fayazi represented the document Asim ultimately signed was the unaltered Draft Release, or that Fayazi deliberately perpetrated a distraction in order to permit a substitution during its signing. Abbas did not affirm whether he personally witnessed Fayazi hand the Release to Asim for signature or hear Fayazi tell Asim that the document had not been modified or altered. And though Asim read the Draft Release on his computer screen, Asim also testified that he did not read the physical copy of the Release before signing it.
A party who signs a document without any valid excuse for having failed to read it is conclusively bound by its terms. Having admitted to signing the Release, Asim’s failure to read the Release before signing it defeats the sixth cause of action for fraud in the execution. Consequently, Fayazi is entitled to summary judgment dismissing the first cause of action for breach of the Non-Compete Undertakings, the fifth cause of action for breach of fiduciary duty, the sixth cause of action for fraud in the execution, and so much of the remaining claims based on his acts that predated September 15, 2019, the date on the Release.
(Internal quotations and citations omitted).