Custance Bros. v. Adams

1980 Mass. App. Div. 124, 1 Mass. Supp. 626, 1980 Mass. App. Div. LEXIS 38
CourtMassachusetts District Court, Appellate Division
DecidedAugust 7, 1980
StatusPublished

This text of 1980 Mass. App. Div. 124 (Custance Bros. v. Adams) is published on Counsel Stack Legal Research, covering Massachusetts District Court, Appellate Division primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Custance Bros. v. Adams, 1980 Mass. App. Div. 124, 1 Mass. Supp. 626, 1980 Mass. App. Div. LEXIS 38 (Mass. Ct. App. 1980).

Opinion

Tiffany, J.

This is an action in contract to recover the value of labor and materials furnished by the plaintiff to the defendant for the construction of custom-built cabinets. The sole issue before the trial court and for review is whether the individual defendant is personally liable under the contract with the plaintiff as judgment had been previously entered against the corporate defendant by default.

At the trial there was evidence tending to show that:

In February, 1976, the defendant, Charles Adams, contacted the plaintiff by telephone and requested a proposal on the construction of certain custom-built cabinets. The plaintiff submitted a proposal in writing to Charles Adams and the proposal was returned and signed as follows.. .“Charles Adams for Adams&Adams Construction Co., Inc.” under the cover of a letter bearing the letterhead, ‘ ‘Adams & Adams Construction Co., Inc.” The plaintiff did not begin construction of the cabinets until after the signed proposal had been returned. On July 31, 1976, the plaintiff sent a bill addressed to Adams & Adams Construction Co., Inc. for $4,536.00. By check dated November 11, 1976, the plaintiff was paid $2,000.00 by Adams & Adams Construction Co., Inc. The defendant is the sole stock holder and corporate officer of Adams & Adams Construction Co., Inc. and the corporation is operated by the defendant from his residence.

The trial court rendered the following subsidiary findings of facts:

On all the credible evidence and the inferences to be drawn therefrom, I find that at the time the contract was entered into the plaintiff believed he was dealing with an individual. The signature on the proposal by the defendant was not in the name of the corporation, signed by Charles Adams as an officer. The subsequent corporate payment or billing did not change the original contract or the parties thereto.

There was a finding for the plaintiff against the defendant, Charles Adams, in his individual capacity.

The defendant, Charles Adams, has prosecuted this appeal on a charge of error in the denial of defendant’s requested rulings of law, numbers 5, 6, 7, 9 and 10.

The applicable legal principles are those of the law of agency. An agent who orders merchandise or services for his principal is personally liable for payment if he fails to disclose the fact of his agency and the identity of his principal. The disclosure must be made at the time of the execution of the contract and before the plaintiff has shipped the goods or performed the services. 1MECHEM, AGENCY (2nd. Ed). § 1414. In the case [125]*125sub-judice, the parties’ transaction was governed by a written executory agreement. The plaintiffs written proposal of April 20, 1976 may be deemed a contract offer and the mode of acceptance was a writing signed “Charles Adams for Adams & Adams Construction Company, Inc. ” The identity of the accepting party was a question of law under parole evidence and not an issue of fact for the trial court. Arcade Malleable Iron Co., v. Jenks, 229 Mass. 95(1918).

REQUEST #6:

The fact that the plaintiffs proposal was signed and accepted by “Charles Adams for Adams & Adams Construction Co., Inc.” is evidence which tends to establish that the plaintiff contracted with the corporation and not with Charles Adams personally. REQUEST #7:

The fact that the plaintiff addressed its proposal to Charles Adams does not tend to establish Charles Adams’ individual liability since he accepted the proposal in his corporate capacity.

An endorsement in the name of “A” for “B” is a signature by agent A which binds only the principal, B, to the endorsed instrument. Mussey v. Scott, 61 Mass. 215 (1851). Both in law and in common parlance, the preposition “for” is an adequate designation of agency or representation. The trial court’s denial of defendant’s requested rulings numbers 6 and 7 is in error.

REQUEST #9:

That upon all the evidence, the plaintiff has failed to establish that it relied on the personal liability of Charles Adams.

The signed proposal was returned to the plaintiff under cover of a letter inscribed with the corporate heading, “Adams & Adams Construction Co., Inc.” The plaintiff, in apparent recognition of the corporate identity of the offeree, subsequently billed the corporation and not the individual defendant upon an invoice directed to “Adams & Adams Construction Co., Inc.” Business records do constitute some evidence that the party herein charged is contractually liable. National Lumber Co. v. Ross Construction Corporation.

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Related

Heil v. McCann
275 N.E.2d 889 (Massachusetts Supreme Judicial Court, 1971)
Mussey v. Scott
61 Mass. 215 (Massachusetts Supreme Judicial Court, 1851)
Arcade Malleable Iron Co. v. Jenks
229 Mass. 95 (Massachusetts Supreme Judicial Court, 1918)

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Bluebook (online)
1980 Mass. App. Div. 124, 1 Mass. Supp. 626, 1980 Mass. App. Div. LEXIS 38, Counsel Stack Legal Research, https://law.counselstack.com/opinion/custance-bros-v-adams-massdistctapp-1980.