Collins v. E-MAGINE, LLC
| Decision Date | 28 February 2002 |
| Citation | 739 N.Y.S.2d 15,291 A.D.2d 350 |
| Parties | MICHAEL G. COLLINS, Appellant,<BR>v.<BR>E-MAGINE, LLC, et al., Respondents. |
| Court | New York Supreme Court — Appellate Division |
Although defendant E-Magine does appear to have breached the three-year employment contract between it and plaintiff when it terminated plaintiff's services, the motion court properly found that the final payment agreement subsequently signed by plaintiff on August 6, 1998 was a release and not, as plaintiff contends, merely a receipt for the $24,240 that was owed to him for past commissions. Clear and complete writings should generally be enforced according to their terms (see, Matter of Wallace v 600 Partners Co., 86 NY2d 543, 548). The subject writing unambiguously reflects plaintiff's intention to settle any further claims against E-Magine, which was in the process of terminating its operations after having lost considerable money during the brief time that it had been in business, in exchange for a certain payment of $24,240. Plaintiff may not avoid enforcement of such release by arguing, in a conclusory manner, that he signed the document because it represented his only means of assuring his receipt of compensation for past services and/or that he did not read the document or fully comprehend its significance (see, Goldberg v Manufacturers Life Ins. Co., 242 AD2d 175, 180, lv dismissed and denied 92 NY2d 1000). Similarly, plaintiff may not, in view of the clear and unambiguous nature of the release, endeavor to vary its terms or to create an ambiguity by resorting to extrinsic evidence (see, W.W.W. Assoc. v Giancontieri, 77 NY2d 157, 163). Nor is the release invalid for lack of consideration (see, General Obligations Law § 15-303; see also, GG Mgrs. v Fidata Trust Co. N.Y., 215 AD2d 241, 242, lv dismissed 87 NY2d 896).
Plaintiff's breach of contract causes of action against the defendants other than E-Magine were also properly dismissed since, under Limited Liability Company Law § 609 (a), those defendants, as members and managers of E-Magine, a limited liability company under New York's Limited Liability Company Law, are expressly exempt from personal responsibility for the obligations of E-Magine. In addition, although plaintiff seeks to impose liability on the non-E-Magine defendants upon the theory that E-Magine was merely their alter ego, he has not, particularly in view of the heavy burden to be met if the corporate veil is to be pierced (see, TNS...
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Bello v. New England Fin., 2004 NY Slip Op 50520(U) (NY 5/20/2004)
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Streit v Brooke, 2007 NY Slip Op 32463(U) (N.Y. Sup. Ct. 8/3/2007)
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Litigation
...Ochsner Clinic, LLC , 811 So. 2d 92 (4th Cir. La. 2002) (court refused to pierce based on the circumstances); Collins v. E-Magine, LLC , 739 N.Y.S.2d 15 (N.Y. App. Div. 1st Dep’t, 2002) app den, 98 N.Y.2d 605 (2002) (Court refused to pierce). See also Suntech Processing Systems, LLC v. Sun ......