Austrian, Lance and Stewart, P.C. v. Hastings Properties, Inc.
| Decision Date | 15 June 1976 |
| Citation | 385 N.Y.S.2d 466,87 Misc.2d 25 |
| Parties | , 19 UCC Rep.Serv. 1177 AUSTRIAN, LANCE & STEWART, P.C., Plaintiff, v. HASTINGS PROPERTIES, INC. and Hastings Capital Corporation, Defendants. |
| Court | New York Supreme Court |
Austrian, Lance & Stewart, P.C., New York City, plaintiff pro se.
Gitomer, Schwimmer & Gitomer, Forest Hills, for defendants.
This is a motion for summary judgment in lieu of complaint upon a promissory note against the maker and a guarantor.
Plaintiff is a professional corporation of attorneys and styles its appearance in this action as 'pro se.' Defendants object to the appearance citing CPLR 321(a) as requiring that a corporation appear by attorney. This objection has prompted the attorneys of the professional corporation to change their 'pro se' appearance to one of appearing in behalf of the plaintiff professional corporation as attorneys.
Such a notice of appearance exalts form over substance. The fact of the matter is that Article 15 of the Business Corporation Law was designed to hold shareholders, employees and agents of a professional service corporation personally liable and fully accountable for their acts (Business Corporation Law 1505(a)) since all professional services are to be rendered through individuals authorized by law to render such services (Business Corporation Law 1504).
The reason corporations are required to act through attorneys is that a corporation is a hydraheaded entity and its shareholders are insulated from personal responsibility. There must therefore be a designated spokesman accountable to the Court. This reasoning does not apply in the case of a professional corporation where personal liability attaches and each member (in this case a law firm) is qualified to appear before the Court and argue its case.
Defendants raise the defense of lack of consideration for a note given as part of a transaction which did not involve a rendering of legal services to these defendants. The answer is that professional legal services rendered for the benefit of a third party for which a note is executed by a maker in consideration thereof constitute a valid antecedent debt (U.C.C. 3--408) upon which the payee may successfully sue the maker as if the payee were a holder in due course (South Shore Securities Co. v. Goode, 5 Misc.2d 972, 974, 162 N.Y.S.2d 962, 964). The situation is no different than one where the note is made originally to the...
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In re Costa Bonita Beach Resort Inc., 12–00778.
...profesional, 68 Rev. Jur. U.P.R. 31 (1999) which references two cases; namely Austrian, Lance & Stewart, P.C. v. Hastings Properties, Inc., 87 Misc.2d 25, 385 N.Y.S.2d 466 (N.Y.Sup.Ct.1976), and Benito Muñoz, Inc. v. Productora Puertorriqueña de Alimentos, Inc., 109 D.P.R. 825, 828 (1980). ......
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Oahu Plumbing and Sheet Metal, Ltd. v. Kona Const., Inc., 6823
...Express Co. v. Monfort Food Distributing Co., 545 S.W.2d 49, 52 (Tex.Civ.App.1976); Austrian, Lance & Stewart, P. C. v. Hastings Properties, Inc., 87 Misc.2d 25, 26, 385 N.Y.S.2d 466, 467 (Sup.Ct.1976); Linde v. Bentley, 482 P.2d 121, 122-23 (Wyo.1971); Union Savings Association v. Home Own......
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Szteinbaum v. Kaes Inversiones y Valores, C.A.
...v. Kona Construction, Inc., 60 Hawaii 372, 377-78, 590 P.2d 570, 574 (1979) (citing Austrian, Lance & Stewart, P.C. v. Hastings Properties, Inc., 87 Misc.2d 25, 27, 385 N.Y.S.2d 466, 467 (Sup.Ct.1976)). Second, "[u]nlike lay agents of corporations, attorneys are subject to professional rule......
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Spinnell v. Doris L. Sassower, P.C.
...professional corporation when Sassower is the real party in interest. See CPLR 321(c); see also Austrian, Lance and Stewart, P.C. v. Hastings Prop., Inc., 87 Misc.2d 25, 385 N.Y.S.2d 466.2 Collateral estoppel bars relitigation of an issue already determined adversely to a party in a prior a......