Atlantic Salmon A-S v. Curran PDF

Preview

Summary

Case Brief Bus Org I...

Description

ATLANTIC SALMON A/S v. CURRAN 32 Mass.App.Ct 488, 591 N.E.2d 206 (1992) FACTS: Parties: Appellant: Atlantic Salmon A/S (Π) Appellee: Curran (Δ) Procedural History: 

Trial court decision for Δ



Appellate Court affirmed



Π appeals

Relevant Facts: 

Π started doing business with Δs in 1985 and 1987



Π dealt with Δ who was a representative from Boston [International] Seafood Exchange



Payment checks from the Δ to the Π were under Boston International Seafood Exchange



Δ gave Π business cards that said he was the marketing director of BISE



Δ advertised BSE and was established in 1982, no such corp was in existence



May 31, 1977 a MA corp named Marketing Designs was organized, created for the purpose of selling motor vehicles



Δ was president, treasurer, clerk, a director and sole stockholder



Oct. 19, 1983 Marketing Designs was dissolved



Dec. 4, 1987 Marketing Designs (dissolved) was d/b/a under BSE (not with Inc., or BISE)



Δ owes Πs collectively $255548.15 for salmon sold to BISE or BSE in 1988



Marketing Designs was dissolved when the debt was incurred



Δ never informed Π of Marketing Design and Π did not find out until after commencement of litigation Nov. 25, 1988



Marketing Designs was revived on Dec. 12, 1988

ISSUE: 

Whether an agent is personally liable at relevant times for acting on behalf of a partially disclosed or unidentified principal

PARTIES’ ARGUMENTS: Plaintiff:  Defendant: 

Acting as an agent of Marketing Designs Inc



Π’s knew they were engaging with corporations not an individual

DISPOSITION OF THE COURT: 

Reversed

RULE OF LAW: 

If the other party [to a transaction] has notice that the agent is or may be acting for a principal but has no notice of the principal’s identity, the principal for whom the agent is acting is a partially disclosed principal



Unless otherwise agreed, a person purporting to make a contract with another for a partially disclosed principal is a party to the contract

HOLDING: 

The defendant is personally liable to the plaintiffs because he did not disclose the identity of the principal and is therefore a party to the contract between the principal and the Π

COURT’S REASONING:    

Π had notice that the Δ was purporting to act on behalf of a principal but had no notice of the principal’s identity If an agent wants to avoid personal liability he needs to inform the other party that he is acting on behalf of a principal and the identity of the aforementioned principal It was the duty of the agent to disclose the identity of the principal not the other party’s obligation to find out the identity No hardship to the agent, he can identify principal if he wants to avoid personal liability...