Friday, November 16, 2012

Atlantic Salmon A/S v. Curran case brief


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.

                                                            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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