Palisades Cleaning Services, Inc. v Bagatelle Little West 12th, LLC
Attorneys and Parties
Brief Summary
Restaurant cleaning services contract and related account stated based on invoices for services rendered.
Granted defendant’s motion for summary judgment and dismissed the complaint.
The order granting summary judgment dismissing the complaint.
Although the defendant preserved its challenge to the authenticity of its principal’s signature through denials in the answer under New York Civil Practice Law and Rules (CPLR) 3018(b) [pleading rule requiring affirmative defenses and denials; unpleaded defenses generally waived], it failed to make a prima facie showing that its principal did not sign the contract or that the contract was nonbinding due to the absence of the plaintiff’s signature on the produced copy. The plaintiff’s principal testified she signed and delivered a fully executed contract, creating triable issues of fact. The defendant also failed to establish, prima facie, the absence of an express or implied agreement on the correctness of invoices for the account stated claim. Under Winegrad, failure to meet the movant’s prima facie burden requires denial regardless of the opponent’s papers.
Background
Plaintiff alleged a 2017 written agreement to provide cleaning services to defendant’s restaurant for a one-year term, automatically renewable for additional one-year terms, and sought damages for breach of contract and on an account stated based on unpaid invoices. Defendant moved for summary judgment asserting its principal’s signature on the contract was not authentic and that the contract was nonbinding because the plaintiff’s principal’s signature (required by paragraph 10) did not appear on the copy produced, and further disputed the account stated claim.
Lower Court Decision
Supreme Court, Rockland County (Rolf M. Thorsen, J.), by order dated June 9, 2022, granted defendant’s motion for summary judgment dismissing the complaint.
Appellate Division Reversal
The Appellate Division reversed, with costs, and denied the defendant’s motion. The court held the forgery defense was not waived because the answer specifically denied execution by the defendant’s agent under New York Civil Practice Law and Rules (CPLR) 3018(b) [pleading rule requiring affirmative defenses and denials; unpleaded defenses generally waived], but the defendant failed to establish as a matter of law that its principal did not sign the contract. The defendant also did not establish that the contract was nonbinding due to the absence of the plaintiff’s signature on the produced copy, given deposition testimony from the plaintiff’s principal that she executed and delivered a fully executed agreement. As to the account stated claim, the defendant failed to show, prima facie, that the parties did not expressly or impliedly agree on the correctness of invoices. Because the defendant did not meet its prima facie burden, the motion should have been denied regardless of the sufficiency of the plaintiff’s opposition.
Legal Significance
Reaffirms that on summary judgment, a defendant challenging contract authenticity must provide prima facie proof; disputes over signatures and execution typically raise triable issues of fact. A denial in the answer preserves a forgery or lack-of-authority defense under CPLR 3018(b). For account stated claims, a movant must negate any express or implied assent to invoices; absent such a showing, summary judgment is improper. The Winegrad rule controls: failure to make a prima facie showing mandates denial of the motion irrespective of opposition.
A party moving for summary judgment on contract and account stated claims must make a prima facie showing on authenticity, execution, and invoice assent; deposition testimony and prior dealings that suggest execution or assent will create triable issues and defeat the motion.