For Your Data Atlantic Salmon A/S V. Curran Illustration Brief
December 01, 2020
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Atlantic Salmon A/S v. Curran
FACTS
D held himself out to Ps every bit a instance for i or to a greater extent than principals, all of them non-existent or dissolved at roughly point. Defendant gave simulated data regarding the principal, but too maintained simulated titles, falsely advertised together with did non properly hold corporate filings. Plaintiffs brought this activeness subsequently Defendant owed Plaintiffs over $250,000 combined. Defendant maintained that he was acting every bit an agent of a now-dissolved corporation, Marketing Designs, Inc. The lawsuit courtroom held that Plaintiffs could convey establish what principal Defendant represented through populace 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 political party who the actual principal is, or else the agent is liable.
D held himself out to Ps every bit a instance for i or to a greater extent than principals, all of them non-existent or dissolved at roughly point. Defendant gave simulated data regarding the principal, but too maintained simulated titles, falsely advertised together with did non properly hold corporate filings. Plaintiffs brought this activeness subsequently Defendant owed Plaintiffs over $250,000 combined. Defendant maintained that he was acting every bit an agent of a now-dissolved corporation, Marketing Designs, Inc. The lawsuit courtroom held that Plaintiffs could convey establish what principal Defendant represented through populace 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 political party who the actual principal is, or else the agent is liable.
ii. “If the other political party has discover that the agent is or may move acting for a principal but has no discover of the principal’s identity, the principal for whom the agent is acting is a partially disclosed principal. . . . Unless otherwise agreed, a soul purporting to brand a contract amongst roughly other for a partially disclosed principal is a political 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 past times him on behalf of his principal, to discover non solely that he is acting inwards a instance capacity, but too the identity of his principal.”
1. Not plaintiff’s duty to attempt out identity of principal.
2. Agent has an obligation fully to reveal identity of principal.
a. Must render plaintiff amongst actual cognition or equivalent.
b. No hardship to agent because it is tardily to discover identity of principal.
c. No disclosure à presumption that agent intended to brand himself personally responsible.
iv. Disclosed Principal – Agent commonly is non liable if in that place is a disclosed principal unless the contract clearly states that the agent volition move liable instead of or inwards improver to the principal.
1. Presumption that intent was to bind principal only.
v. Partially or Undisclosed Principal à Principal together with agent are liable. Agent is liable every bit though he were a political party to the contract. Third political party may sue either, but non both.
vi. Agent lacks authorization together with principal refuses to ratify./No actual means human relationship together with agent is fraudulently belongings himself out. à Agent may move personally liable.
1. Breach of contract.
2. Tort of deceit.
3. Breach of implied warranty of authority.
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