ROSELAND, N.J./March 7, 2011 -- In this matter before the Honorable Barbara R. Kapnick, Supreme Court of the State of New York, New York County, Commercial Division, plaintiffs instituted suit alleging that defendant, Christopher Royer, Secretary of Advantage Media & Communications, LLC was personally liable for the debt of Advantage Media & Communications, LLC arising out of the purchase of Promenade Magazine. In addition to being secretary, Royer was also a member of Advantage Media. Plaintiffs claimed that Royer was liable under Section 3.4 of the Purchase Agreement which provided that “each member of the Buyer hereby guarantees the payments due to Seller hereunder.”
In response to plaintiff’s motion for summary judgment, Timothy E. Corriston, Connell Foley Partner, on behalf of Royer, filed a cross-motion for summary judgment contending that Royer did not personally guaranty the debt. Corriston argued that Royer only signed the agreement as Secretary of the Limited Liability Corporation and that Royer did not sign the Purchase Agreement is his individual capacity.
Judge Kapnick agreed with Corriston and granted summary judgment to Royer dismissing the Complaint in its entirety. Specifically the Court held that since the Purchase Agreement contained only one signature line, was signed by Royer as an Officer of the Limited Liability Corporation, and was not signed by Royer in his individual capacity; Section 3.4 of the Purchase Agreement could not be interpreted to bind Royer personally.
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