OPINION OF THE COURT
In this action to recover rents due and owing under a commercial lease, Special Term granted the individual defendants’ motion to strike their names as parties to the action. The Appellate Division unanimously affirmed. The issue presented on this appeal, here by leave of our court,
Defendant Cohen, Stracher & Bloom, P. C., a professional service corporation engaged in the practice of law, whose sole officers, directors and shareholders are the individual defendants, entered into a lease agreement with plaintiff. The lease recited that it was between “we’re associates company * * * as
The amended complaint alleged, in its first cause of action, that “Defendant CS & B failed to perform its obligations under the Lease, breached the terms thereof and defaulted thereunder, that defendant CS & B failed and refused to pay rent and additional rent in the sum of $13,333.69, as of June 1, 1983, although payment thereof was duly demanded”. The second cause of action repeated the allegations of the first, including the corporate defendant’s default, and further alleged: “By reason of the foregoing, [the individual] defendants Cohen, Stracher and Bloom are jointly, severally and personally liable to plaintiff in the sum of not less than $13,333.69”.
The individual defendants moved to have their names stricken as parties pursuant to CPLR 1003,
Plaintiff contends the statute should be liberally construed to apply to debts incurred ancillary to the rendering of professional services; that the rationale underlying the limitation of shareholder liability, i.e., the inability of shareholders to participate in the management of the corporation, does not apply to professional service corporations, which are run by their shareholders; and that affording limited liability to the shareholders of a legal professional services corporation would contravene the Code of Professional Responsibility. Finding none of these contentions meritorious, we affirm.
The only specific provision relating to shareholder liability in article 15 of the Business Corporation Law (the article permitting the formation of domestic professional service corporations)
The Appellate Division in this case properly interpreted this section to preclude the imposition of personal shareholder liability in instances not involving the direct rendition of professional services. A principal attribute of, and in many cases the major reason for, the corporate form of business association is the elimination of personal shareholder liability (Billy v Consolidated Mach. Tool Corp.,
The plain words of the statute, imposing personal liability only in connection with the rendition of professional services on behalf of the professional service corporation, cannot be defeated by a liberal construction which would include ordinary business debts within the definition of professional services. Words of ordinary import in a statute are to be given their usual and commonly understood meaning, unless it is clear from the statutory language that a different meaning was intended (Matter of Manhattan Pizza Hut v New York State Human Rights Appeal Bd.,
The foregoing analysis also disposes of plaintiff’s second contention, that the inability of the shareholders to participate in management is not a characteristic of professional service corporations. Plaintiff cites South High Dev. v Weiner, Lippe & Cromley Co. L.P.A. (4 Ohio St 3d 1,
The contrary Ohio rule notwithstanding, the rationale that shareholders of a professional service corporation should be held personally liable for ordinary business debts of the corporation because they are “closer” to the management of such corporation than are shareholders of an ordinary business corporation has not prevailed in our State over the general policy of allowing corporations to be formed for the express purpose of limiting liability. Even single-person businesses are allowed to incorporate, and, so long as no fraud is committed and the corporate form is respected, no individual liability will result (Walkovszky v Carlton,
The Code of Professional Responsibility provides no basis for the imposition of personal liability in this case. Plaintiff does not suggest, and indeed no authority has been brought to our attention which has held, that an attorney may be held personally liable for the debts of any business corporation of which he is a shareholder simply because he is an attorney and is thus subject to the strictures of the code.
Our decision should work no injustice on those who enter into leases or any other contracts with professional service corporations, who are free to seek the personal assurances of the shareholders that the commitments of the professional service corporation will be honored. Nor do we intend to countenance any abuse of the corporate form of doing business, which, if present in a future case, could compel a different result (cf. Walkovszky v Carlton, supra). What we do hold is that, absent any showing of such abuse, the shareholders of a professional service corporation cannot be held personally liable for an ordinary business debt of the corporation. Accordingly, the order of the Appellate Division should be affirmed.
Judges Jasen, Meyer, Simons, Kaye and Alexander concur; Judge Titone taking no part.
Order affirmed, with costs.
Notes
. The order from which our permission to appeal was sought is final as to the individual defendants, and therefore the appeal is properly before us, because the action was finally determined as to them, and because they are separate and distinct entities from the corporate defendant (see, Cohen and Karger, Powers of the New York Court of Appeals § 20 [rev ed]; compare, Hart v Sullivan,
. CPLR 1003 provides in pertinent part: “Misjoinder of parties is not a ground for dismissal of an action. Parties may be added or dropped by the court, on motion of any party or on its own initiative, at any stage of the action and upon such terms as may be just. The court may order any claim against a party severed and proceeded with separately.”