Summary
holding that a signer's duty to read and understand that which it signed is not diminished merely because the signer was provided with only a signature page and never requested copy of the agreement
Summary of this case from Shilpa Saketh Realty Inc. v. VidiyalaOpinion
2011-11-10
VULCAN POWER COMPANY, etc., Plaintiff–Respondent,v.Stephen M. MUNSON, Defendant,Soo Min Fay, et al., Defendants–Appellants.
Law Offices of Daniel L. Abrams, PLLC, New York (Daniel L. Abrams of counsel), for appellants.Cohen and Gresser, LLP, New York (Daniel H. Tabak of counsel), for respondent.
Law Offices of Daniel L. Abrams, PLLC, New York (Daniel L. Abrams of counsel), for appellants.Cohen and Gresser, LLP, New York (Daniel H. Tabak of counsel), for respondent.
Order, Supreme Court, New York County (Richard B. Lowe, III, J.), entered December 3, 2010, which granted the motion of plaintiff, Vulcan Power Company, for summary judgment and declared as legal and binding a disputed stockholder's agreement, unanimously affirmed, without costs.
Defendants-appellants and defendant Munson, their representative, signed the stockholders agreement without reading it. Defendants-appellants, in fact, never requested a copy of the agreement, depending instead on the representations of Munson, who, in turn, depended upon the representations of people whose interests were at odds with his and who he believed to be untrustworthy. As a result, defendants are bound by the terms of the stockholders agreement ( see Sorenson v. Bridge Capital Corp., 52 A.D.3d 265, 266, 861 N.Y.S.2d 280 [2008], lv. dismissed 12 N.Y.3d 748, 876 N.Y.S.2d 699, 904 N.E.2d 836 [2009]; see also Pimpinello v. Swift & Co., 253 N.Y. 159, 162–163, 170 N.E. 530 [1930] ). Defendants' argument that the holding in Sorenson does not apply to signers of loose signature pages is without merit. A signer's duty to read and understand that which it signed is not “diminished merely because [the signer] was provided with only a signature page” ( Hotel 71 Mezz Lender LLC v. Falor, 64 A.D.3d 430, 430, 882 N.Y.S.2d 414 [2009]; see also Friedman v. Fife, 262 A.D.2d 167, 168, 692 N.Y.S.2d 61 [1999] ).
Defendants' failure to read the stockholders agreement also precludes its fraud in the execution defense ( see
First Natl. Bank of Odessa v. Fazzari, 10 N.Y.2d 394, 397–398, 223 N.Y.S.2d 483, 179 N.E.2d 493 [1961] [finding a non-English speaker negligent for not asking his wife to read a document of obvious legal import, especially where he had done so in the past]; see also Sorenson, 52 A.D.3d at 266, 861 N.Y.S.2d 280 [“negligent failure to read [an] agreement [precludes the assertion of] justifiable reliance, an essential element of fraud in the execution”] ).
We have considered the parties' remaining arguments and find them unavailing.