Stanley J. How & Assoc., Inc. v. Boss case brief

Stanley J. How & Assoc., Inc. v. Boss case brief summary
222 F.Supp. 936 (1963)

CASE SYNOPSIS

Plaintiff architect brought suit against defendant promoter to recover the balance of an unpaid fee for performance of architectural services for preparation and completion of specifications and general working drawings. The architect claimed damages under a contract with the promoter as an agent of a corporation that had not been formed.

CASE FACTS
The promoter signed the contract between the parties as agent for a corporation to be formed which would have been the obligor.

DISCUSSION

• The court entered a judgment in favor of the architect. 
• The court found that the ambiguous language used by the promoter when he signed the contract was to be strictly construed against the promoter because he drafted the writing. 
• The court held that the promoter intended to be personally liable on the contract because the payment provisions called for payment to the architect before the corporation would have been formed. 
• The court held that the reasonable interpretation of the contract was that the promoter was a present obligor under the contract. 
• The court found that the promoters abandoned their purpose of forming the corporation, which made the promoter liable to the architect because the architect did not agree to look solely to the new corporation for payment, and the promoter had a duty under the contract to form the corporation and give it the opportunity to assume and pay the liability.

CONCLUSION
The court entered a judgment in favor of the architect on his claim against the promoter to recover the balance of an unpaid fee for performance of architectural services for preparation and completion of specifications and general working drawings.

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