The following e-filed documents listed on NYSCEF (Motion No. 001) numbered 12-24, 28-31 and (Motion No. 002) numbered 26-27, 32-33 were read on this motion. The Court has considered the following papers on the motion of defendant Karen Nobel ("Nobel") for an order pursuant to CPLR § 3211 dismissing the Complaint as against her:

1. Notice of Motion dated September 24, 2025. (NY St Cts Filing [NYSCEF] Doc No. 12);

2. Affirmation of Karen Nobel dated September 22, 2025, with exhibits, including: the deed for the subject premises; the August 13, 2024, Power of Attorney in favor of Nobel; the December 30, 2024 Purchase Agreement; and the written termination of Nobel's power of attorney (NY St Cts Filing [NYSCEF] Doc Nos. 13-17;19-21);

3. Affirmation of Jeremy Panzella, Esq., dated September 22, 2025, with Memorandum of Law in support of the motion (NY St Cts Filing [NYSCEF] Doc No. 18; 22);

4. Affirmation of Michael Heitmann, Esq., dated October 9, 2025 in Opposition to Defendant's Motion to Dismiss (NY St Cts Filing [NYSCEF] Doc No. 12); and

5. Affirmation of Dawn M. Marconi, Esq., dated October 14, 2025, in Reply (NY St Cts Filing [NYSCEF] Doc No. 29);

6. Defendant Ettore Mazzei's Pro Se Memorandum of Law, dated October 21, 2025. (NY St Cts Filing [NYSCEF] Doc No. 31).

7. Oral argument on the record in court on November 20, 2025.

This action arises out of a failed contract for the sale of a parcel of vacant land located on Bay Street, Staten Island, New York (Block 496, Lot 50 on the Tax Map of the City of New York, County of Richmond) (the "Property"). Title to the Property is held in the name of defendant Ettore Mazzei ("Mazzei"), as reflected in a quitclaim deed from The City of New York to Mazzei recorded May 8, 2024.

In or about May 2024, Mazzei became incarcerated in connection with a criminal proceeding. To allow his affairs to be managed during his incarceration, Mazzei executed, on August 13, 2024, a New York statutory short-form Power of Attorney appointing his sister, Karen Nobel, as his agent. (NY St Cts Filing [NYSCEF] Doc No. 15). The Power of Attorney grants authority over, inter alia, real estate transactions, banking transactions, claims and litigation, and other enumerated categories, and recites the standard statutory obligations of an agent to act in accordance with the principal's instructions and in the principal's best interests. (see id).

Nobel avers that she did not receive a fully executed copy of this Power of Attorney until October 2024. (NY St Cts Filing [NYSCEF] Doc No. 13 at ¶4). Around that time, Mazzei expressly requested that she assist him in effecting a sale of the Property. (see id at ¶5). Acting solely under the authority conferred by the Power of Attorney, she began handling Mazzei's property-related affairs, including communications concerning a potential sale of the Property to [*3]Plaintiff Jon J. Adamo ("Plaintiff"). Plaintiff, for his part, was also in direct communication with Mazzei at Rikers Island regarding the contemplated transaction. (see id at ¶6).

To facilitate the transaction, Mazzei retained Alfredo P. Conti, Esq., of Alishahi, Conti & Gallagher, P.C., as his counsel for the proposed sale. (see id at ¶7). On or about October 11, 2024, Mr. Conti's office, through Senior Paralegal Cynthia Lutz, informed Nobel by email that there were no liens on the Property and that it was cleared for sale. (see id at ¶8).

On December 19, 2024, Mr. Conti's office sent Nobel an email with respect to the contract of sale. Shortly thereafter, on December 30, 2024, Mazzei advised Nobel that Ms. Lutz would be sending sale documents to her by DocuSign and expressly instructed her to execute the Purchase Agreement on his behalf as his agent under the Power of Attorney. (see id at ¶9).

That same day, Nobel executed the Purchase Agreement via DocuSign. The Agreement identifies the Seller as "ETTORE MAZZEI" and the Purchaser as "JOHN ADAMO" and describes the Property as vacant land on Bay Street, Staten Island, Block 496, Lot 50. The purchase price is $150,000.00, with a $15,000.00 down payment, and the closing is stated to take place "on or about December 30, 2024" at the office of Alishahi, Conti & Gallagher, P.C. (NY St Cts Filing [NYSCEF] Doc No. 16).

Nobel's name appears nowhere in the printed body of the Purchase Agreement as a party, seller, or obligor. The only reference to her is on the signature line, where Mazzei's name is printed as Seller and Nobel electronically signs in that capacity, expressly as agent for Mazzei under the Power of Attorney. Nobel affirms that she had no ownership interest in the Property, no independent ability to convey title, and no intent to bind herself personally to any contractual obligation; all her actions were undertaken solely as a disclosed agent for Mazzei.

The record indicates that on or about January 7, 2025, Mazzei and Plaintiff, perhaps through counsel, made amendments to the contract and/or related transaction documents without Nobel's knowledge or participation. Nobel states that she was thereafter excluded from ongoing discussions regarding the closing and that, during this period, she learned that Mazzei had also granted a Power of Attorney to his adopted daughter, who was confronting her own legal issues. (NY St Cts Filing [NYSCEF] Doc No. 13).

Nobel, perceiving that her agency was effectively displaced or no longer needed, decided to withdraw from Mazzei's affairs. By email dated January 10, 2025, she wrote to Plaintiff's counsel and Mazzei's counsel expressing her family's concern about the delay in closing, as the sale proceeds were expected to defray Mazzei's legal expenses. (see id at ¶15). Plaintiff responded by email, attributing the delay to issues surrounding the formation of an LLC and certain building concerns. (see id).

Ms. Lutz later advised Nobel that Plaintiff had until January 30, 2025, to close the transaction. (see id at ¶16). Thereafter, on February 26, 2025, when contacted about a sidewalk lien on the Property, Nobel responded that she was no longer serving as Mazzei's agent because he had transferred authority to his daughter. (see id at ¶17). From that point, Nobel ceased all participation in the transaction. (see id).

Nobel understood, based on her discussions with counsel, that once Mazzei appointed a new agent under a new Power of Attorney, the prior Power of Attorney in her favor was effectively terminated. Out of an abundance of caution, she nonetheless executed a formal written Termination of Power of Attorney, dated July 30, 2025, in which she expressly revoked and withdrew all powers previously granted to her by Mazzei and advised the principal and relevant third parties accordingly. (NY St Cts Filing [NYSCEF] Doc No. 17).

Despite the termination of her authority, Plaintiff continued to press forward with attempts to purchase the Property. In mid-May 2025, Nobel wrote to Mr. Conti seeking clarification of the status of the transaction; she received no response but was informed by the real estate agent that Mr. Conti represented that Plaintiff "refused to terminate."

On June 24, 2025, while traveling, Nobel was served with process in this action and was re-served on July 22, 2025. She later came to learn that a dispute had arisen between Plaintiff and Mazzei regarding the closing of title. Nobel's termination of the Power of Attorney was provided both to Mazzei and to Plaintiff, through his counsel, and her counsel requested that Plaintiff discontinue the action against her personally considering the absence of privity of contract and her lack of any current authority over Mazzei or the Property. Plaintiff's counsel declined, precipitating the instant motion.

Nobel expressly takes no position regarding the merits of Plaintiff's claims against Mazzei or the ultimate disposition of the Purchase Agreement as between them. She seeks only dismissal of the action as against her, arguing that she is not, and never was, a party to the contract and cannot be liable for any alleged breach by Mazzei.

On a motion to dismiss pursuant to CPLR § 3211, the Court must accept the facts as alleged in the complaint as true, accord plaintiff the benefit of every possible favorable inference, and determine only whether the facts as alleged fit within any cognizable legal theory. (see Edelman v Berman, 195 AD3d 995 [2d Dept 2021]; Ruggiero v DePalo, 153 AD3d 870 [2d Dept 2017]; Gardella v Remizov, 144 AD3d 977 [2d Dept 2016]; McKenna v McKenna, 121 AD3d 864 [2d Dept 2014]).

The Court may, however, consider documentary evidence submitted by the movant, and where such evidence conclusively negates an essential element of the claim or establishes a defense as a matter of law, the complaint may be dismissed. (see Wedgewood Care Ctr. v Kravitz, 198 AD3d 124 [2d Dept 2021]; Sunset Café, Inc. v Mett's Surf & Sports Corp., 103 AD3d 707 [2d Dept 2013]; Datena v JP Morgan Chase Bank, 73 AD3d 683 [2d Dept 2010]; Leibowitz v Impressive Homes, Inc., 43 AD3d 1003 [2d Dept 2007]; Russo v Zaharko, 53 AD2d 663 [2d Dept 1976]).

Here, the relevant documentary evidence includes the deed, the Power of Attorney (NY St Cts Filing [NYSCEF] Doc No.5), the Purchase Agreement (NY St Cts Filing [NYSCEF] Doc No. 16), and the Termination of Power of Attorney (NY St Cts Filing [NYSCEF] Doc No. 17), all of which are undisputed on this motion.

The linchpin of Nobel's motion is that she was, at all relevant times, merely a disclosed agent for Mazzei and not a contracting party. The Purchase Agreement, on its face, identifies only Mazzei as "Seller" and only Adamo as "Purchaser." Nobel's name appears nowhere in the contractual text; she is referenced only through her act of execution, where she signs on the seller's signature line, with Mazzei's name printed, as his agent under the Power of Attorney.

Under well-settled New York law, a duly authorized agent who acts within the scope of her authority for a disclosed principal is generally not personally liable on the contract, absent clear and explicit evidence of an intention to be personally bound. (see Stonhard v Blue Ridge Farms, LLC, 114 AD3d 757 [2d Dept 2014] quoting Matter of Anderson v PODS, Inc., 70 AD3d 820 [2d Dept 2010]; citing Savoy Record Co. v Cardinal Export Corp., 15 NY2d 1 [1964]; Yellow Book Sales & Distrib. Co., Inc. v Mantini, 85 AD3d 1019 [2d Dept 2011]; Leonard Holzer Assocs. v. Orta, 250 AD2d 737 [2d Dept 1998]). This rule reflects the fundamental principle that the contract is between the principal and the third party, not between the third party and the agent who merely carries the principal's pen.

The documentary evidence here squarely fits within that rule:

• Mazzei, not Nobel, holds record title to the Property;

• The Power of Attorney explicitly contemplates that the agent acts in a representative capacity and instructs the agent to sign as "(Principal's Name) by (Agent's Name), as Agent".

• The Purchase Agreement names Mazzei as Seller and Adamo as Purchaser and contains no promise, covenant, warranty, or obligation running from Nobel to Plaintiff.

• Nobel affirmatively disclaims any ownership interest or independent authority over the Property and asserts that all her acts were performed solely as Mazzei's representative.

Plaintiff's theory, to the extent discernible from the record, appears to rest on the fact that Nobel signed the contract on the seller's signature line. But under the authorities relied upon by the moving papers, the mere act of signing a contract as agent for a disclosed principal does not, without more, impose personal liability on the agent. (see Regal Commodities v Tauber, 225 AD3d 907 [2d Dept 2024]; Overbay, LLC v Berkman, Henoch, Peterson, Peddy & Fenchel, P.C., 185 AD3d 707 [2d Dept 2020]; Lido Beach Towers v Denis A. Miller Ins. Agency, Inc., 128 AD3d 1025 [2d Dept 2015]).

To the extent Plaintiff contends that Nobel somehow "stepped into the shoes" of the seller or assumed a personal obligation to close, such an argument is squarely contradicted by the face of the contract, which never identifies her as a seller or obligor. The Court will not rewrite a contract to add a new promisor where the parties themselves did not do so. (see Schmidt v Magnetic Head Corp., 97 AD2d 151 [2d Dept 1983] quoting Morlee Sales Corp. v Manufacturers Trust Co., 9 NY2d 16 [1961]; see also Rodolitz v Neptune Paper Products, Inc., 22 NY2d 383 [1968]).

Nor does the record suggest any independent tort or quasi-contract claim against Nobel. There is no allegation that she misrepresented her authority, misappropriated funds, engaged in self-dealing, or otherwise committed a separate wrong. The down payment was held in escrow [*6]by Mazzei's attorney, not by Nobel personally.

The cases cited in the parties' memoranda recognize that, in limited circumstances, an agent may incur liability where, for example, the agent acts without authority, misleads the third party as to her authority, or expressly undertakes personal responsibility. (see GMS Batching, Inc. v TADCO Constr. Corp., 120 AD3d 549 [2d Dept 2014]; Ho Sports, Inc. v Meridian Sports, Inc., 92 AD3d 915 [2d Dept 2012]; Nash v Y & T Distribs., 207 AD2d 779 [2d Dept 1994]; Jones v Gould, 200 NY 18 [1910]). But nothing in the documentary evidence or in Nobel's uncontroverted affirmation brings this case within those exceptions.

Here:

• Nobel acted under a written Power of Attorney executed by Mazzei;

• Plaintiff knew that Mazzei was the principal, that Nobel was an agent, and communicated directly with Mazzei during the transaction; and

• There is no allegation or proof that Nobel ever represented herself as the owner or as personally bound to close.

In short, there is no privity of contract between Plaintiff and Nobel, and no independent tort or equitable theory is articulated that would justify imposing liability upon her.

Finally, even if there had been some arguable continuing role for Nobel after execution of the contract, the record shows that she expressly terminated her Power of Attorney by written, notarized instrument and provided notice of that termination to Mazzei and to Plaintiff through counsel. The statutory Power of Attorney itself explains that the agent's authority ends upon revocation or other terminating events.

The cases discussing the legal effect of revocation of a power of attorney, as cited by the parties, make clear that once such authority is revoked and notice is given, the former agent no longer has any capacity to bind the principal and cannot be compelled by third parties to take further action under the former power. (see Parr v Reiner, 143 AD2d 427 [2d Dept 1988]; America/Intl. 1994 Venture v Mau, 146 AD3d 40 [2d Dept 2016]; Terwilliger v Ontario, C. & S. R. Co., 149 NY 86 [1896]). Plaintiff's insistence on keeping Nobel in the litigation, despite having actual notice that she no longer held any authority to act for Mazzei, finds no support in those authorities.

Accordingly, even if Plaintiff disputes whether Mazzei breached the Purchase Agreement or whether equitable relief is available against him, those issues do not alter the conclusion that Nobel, as a former agent with no present authority and no contractual privity, is not a proper defendant.

The Court has carefully considered all arguments advanced by Plaintiff and Nobel, including the case law cited in their respective memoranda of law, whether specifically referenced herein. The controlling legal principles, as articulated in those authorities, uniformly support the proposition that an agent who signs a contract solely in a disclosed representative capacity for a disclosed principal, and who neither holds title to the subject property nor undertakes an independent obligation to the counterparty, is not personally liable for the [*7]principal's alleged breach.

Because the documentary evidence conclusively establishes that:

1. Mazzei, not Nobel, is the titled owner of the Property and the named Seller under the Purchase Agreement;

2. Nobel signed the Purchase Agreement solely as Mazzei's attorney-in-fact under a written Power of Attorney;

3. No contractual promise, warranty, or obligation runs from Nobel to Plaintiff in the body of the contract; and

4. Nobel's authority under the Power of Attorney was formally terminated and notice thereof given, the Complaint fails to state any cognizable claim against Nobel, and the documentary evidence establishes a complete defense as a matter of law.

Accordingly, it is

ORDERED, that the motion of defendant Karen Nobel for dismissal of the Complaint pursuant to CPLR 3211 is GRANTED; and it is further

ORDERED, that the Complaint is hereby dismissed, with prejudice, as against defendant Karen Nobel; and it is further

ORDERED, that the Clerk shall amend the caption accordingly to remove Karen Nobel as a party defendant; and it is further

ORDERED, that the action shall continue as against the remaining defendant, Ettore Mazzei, only; and it is further;

ORDERED, that Motion Sequence No. 002 pursuant to CPLR § 3101 seeking to compel the deposition of Karen Nobel is DENIED as moot.