Headrick Outdoor, Inc. v. Middendorf

907 S.W.2d 297, 1995 Mo. App. LEXIS 1671, 1995 WL 576805
CourtMissouri Court of Appeals
DecidedOctober 3, 1995
DocketWD 50155
StatusPublished
Cited by14 cases

This text of 907 S.W.2d 297 (Headrick Outdoor, Inc. v. Middendorf) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Headrick Outdoor, Inc. v. Middendorf, 907 S.W.2d 297, 1995 Mo. App. LEXIS 1671, 1995 WL 576805 (Mo. Ct. App. 1995).

Opinion

FENNER, Chief Judge.

Appellant Headrick Outdoor, Inc., appeals from a judgment against it and in favor of Garland Middendorf. Headrick Outdoor contends on appeal that the trial court erred by allowing Mr. Middendorf to testify as to his intent not to be personally liable on a contract with Headrick Outdoor because the contract was clear and unambiguous.

The record reflects that on November 26, 1986, Lewis Rigdon Corporation (Lewis Rig-don) and Osage Outdoor Advertising, Inc. (Osage), entered into an Advertising Agreement (the contract) for the lease of a billboard advertisement. Under the terms of the contract, Osage agreed to erect and maintain an advertising billboard which met the specifications of Lewis Rigdon. In return, Lewis Rigdon agreed to pay Osage $30,600.00, payable in 36 monthly installments of $850.00 each. The contract could *299 then be extended on a monthly basis, at the rate of $850.00 per month.

Appellant Headrick Outdoor, Inc., is a corporation engaged in the business of leasing outdoor advertising billboards. On September 1,1988, Headrick Outdoor purchased the assets of Osage. Among the assets purchased were the rights and obligations of Osage under the contract entered into between Osage and Lewis Rigdon. Pursuant to the terms of the contract, Headrick Outdoor continued to maintain, repair, and light the billboard. Lewis Rigdon continued to make monthly payments directly to Headrick Outdoor.

Lewis Rigdon stopped making payments under the contract on January 29, 1990. Headrick Outdoor maintained the billboard until October, 1990, when it removed it because of Lewis Rigdoris failure to pay.

On August 18, 1992, Headrick Outdoor filed a petition against Garland and Sydney Middendorf seeking payment of the amount due under the contract plus interest, and attorney’s fees. 1 Headrick Outdoor contended that both Garland and Sydney Middendorf were personally liable under the contract. In support of its claim, Headrick Outdoor pointed to the fact that Garland and Sydney Middendorf were named as parties to the contract. The terms of the contract are contained on a single page. The first paragraph of the contract names “Lewis Rigdon Corporation, d/b/a Steak ’N Shake, Grandview, and Garland Middendorf and Sydney Midden-dorf’ as parties to the agreement.

Headrick Outdoor also pointed to the fact that extra signature lines were provided for Garland and Sydney Middendorf to sign the contract in their individual capacity. At the bottom of the page, typewritten signature lines were provided for president and secretary of Lewis Rigdon Corporation. Mr. Mid-dendorf signed the contract as the president of Lewis Rigdon, and Sydney Middendorf signed as the secretary. Directly across from these signature lines were additional lines labeled only as “Garland Middendorf’ and “Sydney Middendorf.” Headrick Outdoor contends that these additional lines were provided for them to sign in their individual capacity. Mr. Middendorf signed the contract on this line as “Garland Middendorf, President.” Ms. Middendorf did not sign the contract on this additional line.

The trial court determined that Ms. Mid-dendorf was not personally liable, because she only signed the contract in her corporate capacity, and granted her motion for summary judgment. The trial against Mr. Mid-dendorf commenced on June 20, 1994.

It was Mr. Middendorfs position during the trial that he was not personally liable under the contract. Mr. Middendorf attempted to testify regarding his intent when he signed the contract in the manner he did. Over appellant’s objections, the trial court determined that the contract was ambiguous as to Mr. Middendorfs personal liability and allowed Mr. Middendorf to testify.

Mr. Middendorf testified that he entered into the contract solely in his representative capacity as the president of Lewis Rigdon. He also testified that he told Bruce Elliott, the salesperson for Osage who presented the contract to Mr. Middendorf that he did not intend to enter into the contract as an individual. Mr. Middendorf testified that he requested Mr. Elliott to cross out the extra signature line, but that Mr. Elliott refused to do so. After Mr. Middendorf signed the contract with the notation “President” after his name, Mr. Elliott agreed to take the contract back to his home office to see “how it flies.” The only subsequent correspondence that Mr. Middendorf received from Osage was a copy of the contract signed by Janet Russell on behalf of Osage.

The trial court entered judgment in favor of Mr. Middendorf finding that Mr. Midden-dorf did not agree to be personally hable under the contract. This timely appeal followed.

On appeal, Headrick Outdoor contends the trial court erred when it allowed Mr. Mid-dendorf to testify regarding his intent not to be personally hable when he signed the contract and his conversations with Mr. Elliott, the salesman for Osage. Headrick Outdoor contends this evidence was not admissible *300 because the contract was unambiguous as to whether Mr. Middendorf was personally liable in that Mr. Middendorf was listed as a separate party and signed on a separate signature line. Mr. Middendorf contends the contract is ambiguous as to his personal liability because he only signed it in his corporate capacity as the president of Lewis Rig-don.

Review is under the standard established in Murphy v. Carron, 536 S.W.2d 30 (Mo. banc 1976). The trial court’s decision must be affirmed unless there is no substantial evidence to support it, it is against the weight of the evidence, or it erroneously declares or applies the law. Id.

It is well established in Missouri that the parol evidence rule bars the admission of extrinsic evidence unless a contract is ambiguous. Royal Banks of Missouri v. Fridkin, 819 S.W.2d 359, 361 (Mo. banc 1991). A determination as to whether a contract is ambiguous is a question of law to be decided by the trial court. Id. If it is determined that a contract is ambiguous then “the cardinal principal is to determine the intent of the parties....” Id. In order to do this, the court will look at extrinsic evidence including the “facts and circumstances surrounding the execution of the contract, the practical construction the parties themselves have placed on the contract by their acts and deeds, and other external circumstances that cast light on the intent of the parties.” Id.

The general rule regarding liability incurred by an individual who signs a contract on behalf of a principal is that the principal is liable, and not the individual, where the principal is disclosed and the capacity in which the individual signs the contract is evident, such as by putting “president” or “secretary” after his signature. Wired Music, Inc. of the Great Midwest v. Great River Steamboat Co., 554 S.W.2d 466, 468 (Mo.App.1977).

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Bluebook (online)
907 S.W.2d 297, 1995 Mo. App. LEXIS 1671, 1995 WL 576805, Counsel Stack Legal Research, https://law.counselstack.com/opinion/headrick-outdoor-inc-v-middendorf-moctapp-1995.