166-20 Union Turnpike, LLC v Tavak, LLC, et al.
Attorneys and Parties
Brief Summary
Commercial real estate lease enforcement and personal guaranty liability.
The Supreme Court, Queens County, dismissed the complaint against the individual defendants under CPLR 3211(a)(1) and (7), finding they signed only as corporate officers and were not personally bound, and deemed the CPLR 3211(a)(8) personal jurisdiction argument academic.
The dismissal of the claims against Roman and Solomon Davydov under CPLR 3211(a)(1) and (7).
Under New York CPLR 3211 [a rule allowing pre-answer dismissal on specified grounds, including (a)(1) documentary evidence, (a)(7) failure to state a cause of action, and (a)(8) lack of personal jurisdiction], the defendants’ submissions did not utterly refute the complaint or conclusively establish a defense. The rider contained a clear, separate guaranty clause naming Roman and Solomon and appeared directly above their signatures, which did not include corporate titles; moreover, the main lease signature block was cut off in the record, preventing a conclusive determination.
Background
Plaintiff landlord alleged that tenant Tavak, LLC breached a commercial lease and that Roman and Solomon Davydov were personally liable as guarantors. The lease included a two-page rider stating that Roman and Solomon, as owners of Tavak, would act as personal guarantors for rent and other obligations. Each signed on pre-printed lines on the rider directly beneath the guaranty language, without listing corporate titles. The copy of the main lease submitted on the motion had a cut-off signature block, obscuring how the main lease page was executed.
Lower Court Decision
The Supreme Court, Queens County, granted the defendants’ CPLR 3211(a)(1) and (7) motion as to the individual defendants, concluding the documents showed an intent to sign solely in a corporate capacity and not to be personally bound. It did not reach the CPLR 3211(a)(8) improper service/personal jurisdiction challenge.
Appellate Division Reversal
The Appellate Division reversed, holding that the documentary evidence did not conclusively establish a defense or utterly refute the complaint, and that the rider’s clear, unambiguous guaranty, signed by the individuals without titles, could support personal liability. The matter was remitted for the Supreme Court to consider the CPLR 3211(a)(8) personal jurisdiction/improper service arguments and make a new determination.
Legal Significance
Reaffirms that an agent of a disclosed principal is not personally liable absent clear and explicit intent, but a short, separate rider with unambiguous guaranty language signed by individuals—especially without corporate titles—can constitute a deliberately stated, enforceable personal guaranty. Also underscores the stringent standards for CPLR 3211(a)(1) documentary evidence dismissal and the liberal construction under CPLR 3211(a)(7) at the pleading stage.
Clear guaranty language in a lease rider, signed by individual principals without titles, is sufficient to survive CPLR 3211(a)(1) and (7) dismissal; courts will not dismiss where the documents do not conclusively negate personal liability. The case is remitted to address CPLR 3211(a)(8) personal jurisdiction.