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Law Offices of Jonathan M. Cooper

Q:
The corporate party to my New York contract breached the agreement; can I hold the officers and directors personally liable?

A:

When dealing with small businesses, the line between a company and its officers or directors may be blurred. For this reason, when a company is a party to your New York contract and commits a breach of the agreement, you may feel entitled to hold the officer or director personally liable. In many cases, this may be difficult under New York contract law. Whether a corporate officer or director can be held personally liable for its company’s breach of an agreement will depend on the unique facts and circumstances surrounding the matter.

If you wish to bring a claim against an officer or director in his or her personal capacity, consider taking the following actions:

  • Contact a New York breach of contract attorney immediately for guidance in assessing the facts and circumstances surrounding your agreement.
  • Obtain a copy of the agreement and all amendments or modifications.
  • Determine whether there is language in the agreement that specifically states officers of the company can be held personally liable.
  • Review the communications between the parties to determine whether the officer specifically stated that he or she intended to bind themselves personally.
  • Gather any evidence that clearly and explicitly demonstrates the officer’s intention to take on the liability of the company in a personal capacity.

Breach of contract actions in New York are subject to a statute of limitations. To learn more about bringing a claim, contact a New York business litigation attorney today. Call our office at (888) 497-3410 for a consultation.