a corporate officer may lose his immunity when the officer commits fraudulent acts “motivated by a personal desire for monetary gain_”
How later courts described this case
- a corporate officer may lose his immunity when the officer commits fraudulent acts “motivated by a personal desire for monetary gain_”
- cause of action for tortious interference against a corporate officer upheld over immunity defense because the acts through which defendant tortiously interfered with contract also constituted independent torts of fraud, deceit and misrepresentation
- allegation that officers of corporation conspired to appropriate plaintiff real estate broker’s commission for themselves states a cause of action
Written by the judges who cited it.
The opinion
Cohn, J.
(concurring). The law is settled that an officer or director of a corporation is not personally liable to one who has contracted with the corporation on the theory of inducing a breach of contract where such officer or director has taken steps that have resulted in the corporation’s promise being broken (Matter of Brookside Mills [Bayhrook Textile Corp.], 276 App. Div. 357 , 367; Greyhound Corp. v. Commercial Gas. Ins. Co., 259 App. Div. 317 ). It is only when he departs from the role of acting for the corporation and undertakes some action in his own personal interest that liability attaches to him (Navarro v. Fiorita, 271 App. Div. 62 , affd. 296 N. Y. 783 ).
The charge here, that appellant as an officer of the corporation was engaged in a conspiracy to deprive plaintiff of his commissions, does not create a cause of action against him. The cause of action moved against is saved solely because of the allegation in the complaint, which we must accept as true, that defendant Reynolds, Inc., with the knowledge and consent of appellant had ‘ ‘ agreed ostensibly to act as broker and to receive the commissions for the said sale and purchase and to divide the said commissions with the other defendants ’ ’.
Accordingly, I concur in the order of affirmance.
Peck, P. J., Dore and Breitel, JJ., concur with Bastow, J.; Cohn, J., concurs in opinion.
Order unanimously affirmed, with $20 costs and disbursements to the respondent.