We recently secured a major legal victory in Yean v. Tulip Health Inc. (Index No. 651710/2026, Sup. Ct. N.Y. Cnty.). The ruling—authored by Justice Gerald Lebovits—holds significant weight for both the immediate posture of our case and the broader landscape of freelance worker protections in New York.

Not only did the court allow our claims under the New York City and New York State Freelance Isn’t Free Acts (FIFA) to proceed against both the corporate entity and its CEO personally, but it also outlined a significant expansion of individual executive liability and statutory retaliation under the law.

The Legal Backdrop: Resolving a Split on Executive Liability

Yean tackles a critical, previously unresolved question of law: Can a corporate executive be held individually liable as a "hiring party" under FIFA?

Prior to Yean, courts were split on the reach of “hiring party”

• The "Restrictive Line" of Cases: Decisions such as StClair, Frisch, and SF Entities took a strict, contract-centered approach. These cases held that corporate officers and managers were insulated from individual liability when acting on behalf of a contracted entity, viewing the underlying corporate agreement as a shield.

• The "Expansive Line" of Cases: Decisions such as Chen and Ortiz interpreted "retains" more broadly, extending statutory liability to individual managers who directed, supervised, or controlled the freelancer’s services—even without direct contractual privity.

Until now, no New York state court had explicitly held that an executive could constitute a "hiring party" under FIFA where the company was the only counterparty.

Factual Background: Yean v. Tulip Health Inc.

The plaintiff, Jason Yean, is a healthcare technology marketing consultant based in Queens, New York. Yean entered into a consulting agreement with Tulip Health Inc., a San Francisco-based health tech firm, and its founder/CEO, Prita Uppal. The agreement stipulated a monthly retainer of $7,500.

After paying Yean for several months, the defendants attempted to renegotiate a reduced fee. When the parties could not reach an agreement, the defendants refused to compensate Yean for a two-month period during which they had repeatedly instructed him to pause and resume work while the company addressed product launch delays.

When Yean sought payment for his work, the dispute escalated, leading us to file suit on his behalf under the NYC and NYS Freelance Isn’t Free Acts for nonpayment, breach of contract, and unlawful statutory retaliation.

Key Rulings from the Decision

1. Individual Executives Can Be Held Liable Under the "Economic Realities" Test

Justice Lebovits denied CEO Uppal’s motion to dismiss the individual claims against her. The court ruled that even though the contract was formally executed between Yean and the corporate entity (Tulip Health Inc.), an individual corporate officer qualifies as a "hiring party" under FIFA if they satisfy the "economic realities"test. Because Uppal personally recruited Yean, negotiated his compensation, and decided whether to withhold Yean’s compensation, she faces personal liability alongside the company.

The court borrowed the Labor Law’s economic-realities framework. Under decisions such as Bonito v. Avalon Partners, Inc. and Pugliese v. Actin Biomed LLC, an individual may qualify as an employer based on the actual relationship without piercing the corporate veil. Justice Lebovits found the analogy appropriate because FIFA extends payment protections to freelancers who do not fall within traditional labor laws. The court identified four considerations:

• Ownership or operational authority: whether the person had an ownership interest or power beyond implementing personnel decisions made by others.

• Control over retention: whether the person could begin, continue, or end the engagement.

• Control over the work: whether the person supervised schedules, assignments, or working conditions.

• Control over compensation: whether the person determined the rate or method of payment.

2. Broadening the Definition of FIFA Retaliation

The defendants argued that the dispute was merely a standard breach of contract rather than statutory retaliation. The court rejected this defense, holding that Uppal’s act of contacting Yean’s former employer, a mutual contact, after he asserted his right to payment could reasonably be construed as an adverse action. The ruling establishes that attempting to damage a freelancer’s professional relationships or reputation constitutes actionable retaliation under FIFA.

3. Out-of-State Entities Operating in NY Are Subject to Jurisdiction

Tulip Health argued that New York courts lacked personal jurisdiction because the company is headquartered in California and otherwise conducted no activity or business in New York. The court dismissed this argument, ruling that because Tulip, among other things, knowingly engaged in a sustained business relationship with a freelancer operating in New York, and targeted New York as a core market, it purposefully availed itself of the state's legal system.

4. Contractual Choice-of-Law Provisions Do Not Waive FIFA Rights

The consulting agreement included a California choice-of-law provision, which the defendants cited to argue that New York's FIFA protections did not apply. The court firmly rejected this attempt, clarifying that a standard contractual choice-of-law clause does not override independent statutory protections enacted by New York lawmakers to safeguard local independent workers from exploitation.

Implications for Independent Contractors and Corporate Executives

The Yean decision sends a clear message across the tech and legal sectors: corporate executives cannot hide behind corporate entities to avoid paying independent contractors. By adopting the "economic realities" test for FIFA claims, the court ensures that individuals who exercise direct operational control over freelancers can be held personally liable for nonpayment and retaliatory conduct.

For founders and executives
Corporate execution of the agreement remains relevant, but operational conduct now matters more. Executives who personally negotiate compensation, control whether the engagement continues, direct the work, and control payment may face a plausible allegation that they independently acted as the hiring party.

For businesses and counsel
Companies should identify who has authority to retain freelancers, change their scope or compensation, and approve payment. Managers also should understand that contacting a freelancer’s professional relationships after a payment demand may support a separate retaliation claim.

For freelancers and litigators
The identity on the contract may not end the inquiry. Specific communications showing who negotiated, directed, continued, terminated, or controlled payment for the engagement may support hiring-party status. Pleadings should distinguish direct statutory liability from veil piercing and identify the individual’s own conduct rather than relying on title.