contract in a representative capacity. In one sentence, the contract states that the November 1984 contract shall consist of terms and conditions verbally agreed upon on September 10, 1984. In an adjacent sentence, the contract states that the following agreement was reached on September 10, 1984: "in your capacity as both an officer of Intercontinental Asset Group and as agent for the joint venture you verbally agreed to accept my rescission of my acquisition of the joint venture ab initio, and my tender to you of all my interests in the venture and you are to return all amounts contributed by me to the venture. . . ." (emphasis added). Read together, these two sentences clearly indicate that the November 1984 contract was executed by Epstein in his representative capacity.
Stroll asserts that the above-quoted sentence demonstrates that Epstein acted in a representative capacity only when he agreed to accept Stroll's demand for rescission, and that Epstein personally agreed to buy out Stroll's interest in the venture. We find Stroll's interpretation of this sentence strained and unreasonable as there is nothing in the sentence to indicate that the phrase "in your capacity as . . . an officer . . . and as agent. . . ." does not apply to the entire sentence.
In an attempt to establish Epstein's personal liability, Stroll points to selected phrases of the contract which use personal pronouns to refer to Epstein (e.g., "I hereby accept your demand for rescission and tender upon the terms and conditions contained herein.") . However, the very first time the contract uses a personal pronoun to refer to Epstein, the contract states, "in your capacity as both an officer of Intercontinental Asset Group and as agent for the joint venture you. . . agreed to accept my rescission of my acquisition . . . and my tender to you of all my interests in the venture and you are to return all amounts contributed by me to the venture. . . ." (emphasis added). This sentence indicates that when the contract, after this sentence, uses only personal pronouns to refer to Epstein, it is referring to Epstein in a representative capacity.
Finally, Stroll argues that Epstein's signature on the contract reveals the parties' intention to hold Epstein personally liable because Epstein did not sign the contract as an agent or as a corporate officer. Epstein signed the contract as follows: /s/ Jeffrey Epstein I.A.G., Under New York law, a signature in a representative capacity would have been "Jeffrey Epstein for I.A.G." or "I.A.G., by Jeffrey Epstein". 2 N.Y.Jur. 2d, Agency, § 181. However, under New York common law principles of agency, which govern this contract,
a contract which demonstrates on its face that the defendant was acting solely in a representative capacity will not be rendered ambiguous simply because the defendant failed to sign the contract in a representative capacity. See Stylianides v. De Lorean Motor Co., 115 Misc. 2d 861, 454 N.Y.S.2d 799, 800 (N.Y. Sup. Ct. 1982); 2 N.Y.Jur. 2d §§ 180, 182. See generally Ell Dee Clothing Co., Inc. v. Marsh, 247 N.Y. 392, 395, 160 N.E. 651 (Ct. App. 1928) ("[W]here one party to a written contract is known to the other party to be in fact acting as agent for some known principal, he does not become personally liable whether he signs individually or as [an] agent."). Accordingly, because the body of the contract clearly indicates that Stroll knew, or should have known,
Epstein was acting in a representative capacity, the failure of Epstein's signature to meet the technical requirements of a representative signature is insufficient to render the contract ambiguous as to the parties' intent.
Based on the above analysis, the Court concludes that the November 1984 contract, when read as a whole, is unambiguous on its face and indicates the parties' intention that Epstein was acting in a representative capacity when he agreed to return Stroll's capital contribution.
Stroll, however, seeks to introduce extrinsic evidence to generate ambiguity in the contract. Specifically, Stroll seeks to introduce a prior written contract executed by Stroll, I.A.G., and Epstein on June 18, 1982. Stroll argues that an interpretation of the November 1984 contract as imposing personal liability on Epstein would be consistent with Epstein's assumption of personal liability under the June 1982 contract.
As noted above, if a contract is unambiguous on its face, extrinsic evidence may not be presented to create an ambiguity in the contract. Therefore, Stroll cannot introduce the June 1982 contract to create an ambiguity in the November 1984 contract.
However, even if we consider the June 1982 contract, our conclusion that the November 1984 contract is unambiguous and does not establish personal liability remains unchanged. The June 1982 contract is a modification of Stroll and I.A.G.'s original joint venture agreement, with one of the modifications making Epstein personally responsible for managing the affairs of the joint venture. The contract makes no mention of any future refund of Stroll's capital contribution, or of a buy out in the event of a rescission.
The relevant provisions of the June 1982 contract are:
The purpose of this letter is to . . . modify certain provisions of the Joint Venture agreement which will continue to be operative.