A dispute arose due to non-payment of brokerage fees as agreed between a middleman and an entrepreneur. The entrepreneur contended that he is not personally liable because he was not a party to the agreement but a corporation under his control. In addition, the entrepreneur contended that the middleman is not entitled to payment because the agreement included a condition precedent setting tht the remainder of the brokerage fees (most of which were paid) would be paid only after execution of the transaction which fell through.
The Court accepted the claim and held that the entrepreneur personally undertook to pay the full brokerage fees, with most of the payment being transferred from accounts controlled by the entrepreneur and not the corporate accounts, all before the execution of the transaction and without any preconditions. Thus, the entrepreneur cannot avoid his personal obligations by using of a corporation lacking any content or business activity.