Existing lease and broker agreement trump later emails and offer sheets generated by broker.

Agent for disclosed corporate principal not personally liable for broker cmmissions absent clear, explicit evidence of intention to be bound.


Plaintiff, a real estate brokerage firm, sought brokerage commissions from a corporate lessee and its disclosed individual agents, for services allegedly rendered in a commercial lease transaction. The court below granted a motion to dismiss the complaint against the individuals. The Appellate Division, First Department unanimously affirmed, holding that the existing lease and brokerage agreement established the commissions and barred any evidence in the form of subsequent emails and offer sheets generated by the plaintiff broker. The court also held that individual agents for a disclosed principal are not liable for commissions absent clear and explicit evidence of an intention to be so liable. In this case there were apparently some media reports of the activities of the individual defendants, and references to them as partners made by the plaintiff, none of which constituted clear and explicit evidence of an intention by the individuals to be liable for the commissions.

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Reference Info:Decision | State, 2nd Circuit, New York | United States

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