Accordingly, Star was entitled to summary judgment on its second cause of action in the amount of $56,617.21. There are, however, triable issues of fact on Star's third cause of action alleging that Lyman is individually liable for the debt of J I. It is well settled that an agent who signs an agreement on behalf of a disclosed principal will not be held responsible for its performance unless there is clear and explicit evidence of the agent's "intention to substitute or superadd his personal liability for, or to, that of his principal" ( 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; Mencher v. Weiss, 306 N.Y. 1, 4; American Media Concepts v. Atkins Pictures, 179 A.D.2d 446; Paribas Props. v. Benson, 146 A.D.2d 522). An untitled portion of the credit application on behalf of J I provides that "the undersigned personally guarantees payment of the account". Although Lyman signed his name, followed by the word "Pres", the record indicates that there is a triable issue as to whether Lyman may be held personally liable on the basis of that signature ( see, Savoy Record Co. v. Cardinal Export Corp., supra; Salzman Sign Co. v. Beck; supra; Florence Corp. v. Penguin Constr. Corp., 227 A.D.2d 442; American Media Concepts v. Atkins Pictures, 179 A.D.2d 446).

The contract does not contain any provision stating that Brian Geller or Marshall Geller assume personal liability under the contract, and the appearance of the Gellers' signatures on the contract is insufficient to hold them personally liable as a matter of law. Georgia Malone & Co., Inc., 86 A.D.3d at 408; American Media Concepts, Inc. v. Atkins Pictures, Inc., 179 A.D.2d 446, 447-448 (1st Dep't 1992). "In modern times most commercial business is done between corporations, everyone in business knows that an individual stockholder or officer is not liable for his corporation's engagements unless he signs individually, and where individual responsibility is demanded the nearly universal practice is that the officer signs twice -- once as an officer and again as an individual."

Moreover, "an individual stockholder or officer is not liable for his corporation's engagements unless he signs individually, and where individual responsibility is demanded the nearly universal practice is that the officer signs twice — once as an officer and again as an individual." (Salzman Sign Co. v Beck, 10 NY2d 63, 67. See also American Media Concepts, Inc., 179 AD2d 446 [1st Dept 1992]; Yellow Book of NY. LP v DePante, 309 AD2d 859 [2d Dept 2003].)

Thus, pursuant to New York law, Schepis and Canelas would be liable for nonpayment of the UBS litigation proceeds only if they expressly agreed to be individually liable. See J.N.K. Machine Corp. v. TBW, Ltd. , 155 App. Div. 3d 1611, 1612, 65 N.Y.S.3d 382 (2017) ("[a]ccording to the well settled general rule, individual officers or directors are not personally liable on contracts entered into on behalf of a corporation if they do not purport to bind themselves individually" [internal quotation marks omitted] ); New York Assn. for Retarded Children, Inc., Montgomery County Chapter v. Keator , 199 App. Div. 2d 921, 923, 606 N.Y.S.2d 784 (1993) ("[i]t is well established that an agent of a disclosed principal does not, absent express agreement, become liable individually on a contract relating to the agency"); American Media Concepts, Inc. v. Atkins Pictures, Inc. , 179 App. Div. 2d 446, 448, 578 N.Y.S.2d 193 (1992) ("[i]n modern times most commercial business is done between corporations, everyone in business knows that an individual stockholder or officer is not liable for his corporation's engagements unless he signs individually, and where individual responsibility is demanded the nearly universal practice is that the officer signs twice—once as an officer and again as an individual" [internal quotation marks omitted] ). Here, Schepis and Canelas signed the CSA in their personal capacities and on behalf of the corporate signatory defendants.

PRESENT: McCABE, P.J., COVELLO and TANENBAUM, JJ. "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" ( Yellow Book of NY v. DePante, 309 AD2d 859, 860; see also Savoy Record Co. v. Cardinal Export Corp., 15 NY2d 1, 4-6; Salzman Sign Co. v. Beck, 10 NY2d 63, 67; Star Video Entertainment v. J I Video Distrib., 268 AD2d 423; American Media Concepts v. Atkins Pictures, 179 AD2d 446; Paribas Props. v. Benson, 146 AD2d 522). In the instant matter, defendant Ira Zimilover signed plaintiff's form contract on a single line which set forth that by executing the contract Zimilover was signing both "Individually and For Company."

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.

Accordingly, the counterclaim is time-barred (see, CPLR 203 [f]; Hellman v. Hoenig Co., 244 A.D.2d 529). The appellant's remaining contentions are without merit (see, Holzer Assocs. v. Orta, 250 A.D.2d 737; Fischer v. Weiland, 241 A.D.2d 439; American Media Concepts v. Atkins Pictures, 179 A.D.2d 446; Diplacidi v. Gruder, 135 A.D.2d 395, 396). Bracken, J. P., Thompson, Goldstein and Florio, JJ., concur.

Bill of Sale for the purchase and sale of the painting, flatly contradicted the allegations in the complaint (La Potin v Lang Co., 30 A.D.2d 527, 528), by establishing that the corporate entity, Paul D. Quatrochi, Ltd., rather than the plaintiff individually, had contracted to sell the Renoir, and that any damages sustained as a result of the defendants' alleged improper actions were therefore suffered solely by the corporate entity rather than the individual plaintiff (General Motors Acceptance Corp. v Kalkstein, 101 A.D.2d 102, 106). The individual plaintiff, as a corporate shareholder, lacked standing to sue in his own name for injuries to the corporation (Miglietta v Kennecott Copper Corp., 25 A.D.2d 57, 58), since the exhibits annexed to the complaint established that the individual plaintiff, by executing the documents solely in his capacity as corporate president, intended to bind the corporation rather than the individual signatory, and thereby avoid any personal liability (American Media Concepts v Atkins Pictures, 179 A.D.2d 446). We have reviewed the plaintiff's remaining claims and find them to be without merit.

However, the modification did not concern partner liability but instead primarily made changes to the tenant's financial certification and revenue requirements. Sophisticated parties - such as the contracting parties here - are under a continuing legal obligation to ensure that their contracts comply with New York law. For example, it is well-settled that parties contracting with corporations must undertake certain contractual formalities to impose personal liability on a corporation's officers or stockholders. Salzman Sign Co. v. Beck, 10 N.Y.2d 63, 67 (1961) (noting that "[i]n modern times most commercial business is done between corporations, everyone in business knows that an individual stockholder or officer is not liable for his corporation's engagements unless he signs individually, and where individual responsibility is demanded the nearly universal practice is that the officer signs twice - once as an officer and again as an individual"); American Media Concepts v. Atkins Pictures, Inc., 179 A.D.2d 446, 448 (1st Dep't 1992). Similarly, parties contracting with LLPs must ensure that their contracts seeking to impose personal liability on partners comply with the Partnership Law. The individual partners of an LLP have a legitimate expectation that they are protected from personal liability, unless they agree to the contrary through a majority agreement among the partners.

One point which the defense brings to the Court's attention is the fact that Plaintiff has not produced an executed contract signed by Defendant. Counsel uses this to advance his argument that a corporate officer is generally not understood to be personally liable for a corporate debt (American Media Concepts Inc. v. Atkins Pictures Inc., 179 AD2d 446 [1st Dept.1992]) citing to Salzman Sign Co. Inc. v. Beck, 10 NY2d 63. As Plaintiff's counsel correctly asserts, however, "[A] contract may be valid even if it is not signed by the party to be charged, provided its subject matter does not implicate a statute—such as the statute of frauds (General Obligations Law § 5—701)—that imposes such a requirement [cite omitted]," ( Priceless Custom Homes, Inc. v. O'Neill, 104 AD3d 664, 960 N.Y.S.2d 455, [2nd Dept.,2013].