Atlantic
Salmon A/S v. Curran
FACTS
D held himself out to Ps as a representative for one or more principals, all of them non-existent or dissolved at some point. Defendant gave false information regarding the principal, but also maintained false titles, falsely advertised and did not properly maintain corporate filings. Plaintiffs brought this action after Defendant owed Plaintiffs over $250,000 combined. Defendant maintained that he was acting as an agent of a now-dissolved corporation, Marketing Designs, Inc. The trial court held that Plaintiffs could have found what principal Defendant represented through public records.
HOLDING
A D is personally liable for the actions purportedly performed on behalf of a principal.
-It is the duty of the agent to inform the other party who the actual principal is, or else the agent is liable.
D held himself out to Ps as a representative for one or more principals, all of them non-existent or dissolved at some point. Defendant gave false information regarding the principal, but also maintained false titles, falsely advertised and did not properly maintain corporate filings. Plaintiffs brought this action after Defendant owed Plaintiffs over $250,000 combined. Defendant maintained that he was acting as an agent of a now-dissolved corporation, Marketing Designs, Inc. The trial court held that Plaintiffs could have found what principal Defendant represented through public records.
HOLDING
A D is personally liable for the actions purportedly performed on behalf of a principal.
-It is the duty of the agent to inform the other party who the actual principal is, or else the agent is liable.
ii.
“If the other party 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.” Rest. (2d) of Agency
§ 4(2).
iii.
Agent Avoiding
Personal Liability – “It is the duty of the agent, if he would avoid
personal liability on a contract entered into by him on behalf of his
principal, to disclose not only that he is acting in a representative capacity,
but also the identity of his principal.”
1.
Not plaintiff’s duty to seek out identity of principal.
2.
Agent has an obligation fully to reveal identity of principal.
a.
Must provide
plaintiff with actual knowledge or equivalent.
b.
No hardship to
agent because it is easy to disclose identity of principal.
c.
No disclosure à presumption that agent intended to make himself
personally responsible.
iv.
Disclosed
Principal – Agent usually is not liable if there is a disclosed principal unless the contract clearly states that the
agent will be liable instead of or in addition to the principal.
1.
Presumption that
intent was to bind principal only.
v.
Partially or
Undisclosed Principal à Principal and
agent are liable. Agent is liable as though he were a party to
the contract. Third party may sue
either, but not both.
vi.
Agent lacks
authority and principal refuses to ratify./No actual agency relationship and
agent is fraudulently holding himself out. à Agent may be personally liable.
1.
Breach of
contract.
2.
Tort of deceit.
3.
Breach of implied
warranty of authority.
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