Robert T. Reynolds Associates, Inc. v. Asbeck

580 A.2d 533, 23 Conn. App. 247, 1990 Conn. App. LEXIS 331
CourtConnecticut Appellate Court
DecidedSeptember 18, 1990
Docket8529
StatusPublished
Cited by20 cases

This text of 580 A.2d 533 (Robert T. Reynolds Associates, Inc. v. Asbeck) is published on Counsel Stack Legal Research, covering Connecticut Appellate Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Robert T. Reynolds Associates, Inc. v. Asbeck, 580 A.2d 533, 23 Conn. App. 247, 1990 Conn. App. LEXIS 331 (Colo. Ct. App. 1990).

Opinion

Daly, J.

The plaintiff instituted this contract action against the defendant for the recovery of sums due for advertising services.1 The defendant pleaded, by way of special defense, that the plaintiff was either estopped from holding him personally liable on the agreement or had waived the right to do so. The trial court rendered judgment for the plaintiff and awarded $31,453.93 in damages, together with statutory interest. On appeal, the defendant claims that the trial court (1) should not have found him personally liable, and (2) should not have granted the plaintiffs motion in limine that precluded evidence of the defendant’s agency relationship with J.S. Sales Corporation International (J.S. Sales Corporation). We affirm the trial court’s judgment.

I

The trial court found the following facts that are relevant to the first claim. In January, 1984, the plaintiff started doing business with Acousticon Electronics [249]*249(AE), a company that employed between forty-five and fifty people and that was involved in the manufacturing of hearing aids. Although AE was a trade name, there was no certificate of that name filed in Waterbury, its principal place of business. From January through June, 1984, the plaintiff provided advertising services for AE. During this time period, Robert T. Reynolds, the plaintiff’s president, worked directly with Niles Floyd, vice president of AE, and communicated with Robert Teal, AE’s president, on billing matters. Some time in January, 1984, Reynolds was told by either Teal or Floyd that AE was not a corporation. This was stated in connection with a logo that was being made for AE. When the plaintiff first started doing business with AE, the plaintiff did not request, or perform, a credit check, or require personal guarantees. Payment for those services was made.

In July, 1984, the defendant first heard about AE when he met with Teal regarding possible employment. Following this meeting, the defendant went to Birmingham, Alabama, where he met with Charles Speir, whom the defendant understood to be in the process of buying J.S. Sales Corporation. The defendant entered into a verbal three year employment contract with Speir and was paid by J.S. Sales Corporation.

The defendant began his employment as president of AE in August, 1984. He was put in charge of trying to resolve AE’s financial difficulties. Shortly after analyzing the needs of AE, the defendant contacted Reynolds to obtain advertising services, advising Reynolds that he was the president of AE. The defendant authorized, reviewed and approved the advertising services at issue. The plaintiff provided these services and billed the defendant. During the period that the plaintiff provided services at the defendant’s request, the defendant did not inform the plaintiff that [250]*250he was the agent for any other entity. The defendant made partial payment but when pressed for the rest of the money, he merely made reference to “money” people, but never disclosed their identity or involvement.

The trial court found that there was a meeting of the minds to form a contract, and that the defendant’s special defenses were without merit. In addition, the court found that, even if the defendant had shown that an agency relationship existed with J.S. Sales Corporation, a corporation that sold its assets at public auction under the name J.S. Sales Corporation International d/b/a Acousticon Electronics, the defendant’s failure to disclose a principal to' the plaintiff caused him to remain personally liable.

In this first claim, the defendant asserts three theories as to why he should not be personally liable.

He first argues that the court should not have found that there was mutual assent to form a contract since he never intended to contract on his behalf. We disagree.

“It is true . . . that in order to form a contract, generally there must be a bargain in which there is a manifestation of mutual assent to the exchange between two or more parties; see Restatement (Second), Contracts §§ 1 (c), 15,19 (Tent. Dr. 1964); 1 Williston, Contracts (1957) §§ 18, 22; see also Hoffman v. Fidelity & Casualty Co., 125 Conn. 440, 444, 6 A.2d 357 (1939); Clark v. Diefendorf 109 Conn. 507, 510, 147 A. 33 (1929); and the identities of the contracting parties must be reasonably certain.” Ubysz v. DiPietro, 185 Conn. 47, 51, 440 A.2d 830 (1981).

The defendant essentially argues that the plaintiff, as part of its duty to be reasonably certain of the identity of the party with whom it was contracting, should have been more diligent in ascertaining whether the [251]*251defendant intended to bind himself or a corporation. The defendant argues that because of evidence that shows that the plaintiff was not diligent in doing this, the plaintiff failed to prove this essential element of a contract and thus no contract existed to bind him. This argument fails for two reasons.

First, to impose such a duty on the plaintiff under the guise of mutual assent would impermissibly shift the burden of proving notice of agency away from the party asserting its existence. The law is clear that the burden of proving agency is on the party asserting its existence. See Botticello v. Stefanovicz, 177 Conn. 22, 26, 411 A.2d 16 (1979); New England Whalers Hockey Club v. Nair, 1 Conn. App. 680, 683, 474 A.2d 810 (1984).

Further, the defendant’s claim that the plaintiff had a duty to discover in what capacity the defendant was acting in order to meet its burden of proving mutual assent is contrary to this court’s statements in New England Whalers Hockey Club: “To avoid personal liability, it is the duty of an agent to disclose both the fact that he is acting in a representative capacity and the identity of his principal, since the party with whom he deals is not required to discover or to make inquiries to discover these facts. . . . Therefore, ‘where the agent contracts as ostensible principal, regardless of his intention and notwithstanding his lack of personal interest in the consideration, he will be personally liable on the contract as if he were the principal.’ 3 C. J.S., Agency § 369.” New England Whalers Hockey Club v. Nair, supra. Accordingly, the defendant’s first theory of avoiding personal liability is without merit.

The defendant next argues that, because the plaintiff had notice that the defendant was acting in the capacity of an agent, he should not be personally liable. Here, the defendant argues that his consistent use [252]*252of the words “its president” when dealing with the plaintiff and the fact that the name “Acousticon Electronics” appeared on all invoices and correspondence constituted notice that he was not making a personal promise and, therefore, should not be personally liable. The defendant relies on Jacobs v. Williams, 85 Conn. 215, 82 A. 202 (1912), for his assertion that the plaintiff had proper notice that he made a corporate obligation and not a personal obligation. That case is distinguishable from the present case. In Jacobs,

Free access — add to your briefcase to read the full text and ask questions with AI

Related

TicketNetwork, Inc. v. Darbouze
133 F. Supp. 3d 442 (D. Connecticut, 2015)
LUCIDRISK, LLC v. Ogden
615 F. Supp. 2d 1 (D. Connecticut, 2009)
Formato v. Victor Klein Associates, No. Cv98 035 57 90 S (Sep. 19, 2001)
2001 Conn. Super. Ct. 13178 (Connecticut Superior Court, 2001)
Milford Auto Supply v. Valinsky, No. Cv00 0069307s (Jan. 10, 2001) Ct Page 546
2001 Conn. Super. Ct. 545 (Connecticut Superior Court, 2001)
American Home Assurance Co. v. Scalise, No. Cv 98-0491778s (Dec. 18, 2000)
2000 Conn. Super. Ct. 16180 (Connecticut Superior Court, 2000)
Yankee Linen Supply Co., Inc. v. Baxter, No. Cv 98 0165515 (Feb. 10, 2000)
2000 Conn. Super. Ct. 1881 (Connecticut Superior Court, 2000)
Dudrow v. Ernst Young, No. X01-Cv98-0144211 (Nov. 4, 1998)
1998 Conn. Super. Ct. 12513 (Connecticut Superior Court, 1998)
Cavallaro v. McDonald's Corp., No. Cv97 34 69 87 (Apr. 6, 1998)
1998 Conn. Super. Ct. 4640 (Connecticut Superior Court, 1998)
Connecticut Post Ltd. Parts. v. Allen, No. Cvnh 9610-7875 (Jan. 12, 1998)
1998 Conn. Super. Ct. 625 (Connecticut Superior Court, 1998)
Krondes v. O'Boy
656 A.2d 692 (Connecticut Appellate Court, 1995)
Tcr Manchester I v. Bd. of Tax Review, No. Cv91 039 75 54s (Mar. 7, 1994)
1994 Conn. Super. Ct. 2285 (Connecticut Superior Court, 1994)
Metro Bulletins Corp. v. Soboleski
620 A.2d 1314 (Connecticut Appellate Court, 1993)
Dornfried v. Plainville Bd. of Appeals, No. Cv 90-0440512 (Jul. 23, 1992)
1992 Conn. Super. Ct. 6971 (Connecticut Superior Court, 1992)
Dornfried v. Plainville Zoning Board, No. Cv 90-0440511s (Jul. 15, 1992)
1992 Conn. Super. Ct. 6709 (Connecticut Superior Court, 1992)
Eastern Elevator Company v. Swiantek, No. Cv91 0317076 (May 28, 1992)
1992 Conn. Super. Ct. 4769 (Connecticut Superior Court, 1992)
Blouin v. Blouin, No. Cv89 0295774s (Jan. 17, 1992)
1992 Conn. Super. Ct. 465 (Connecticut Superior Court, 1992)
Harbor Petroleum of New England v. Cameron, No. 701271 (Mar. 15, 1991)
1991 Conn. Super. Ct. 2494 (Connecticut Superior Court, 1991)
R. N. Loope, Aia, Inc. v. Epstein, No. Cv89 02 88 06s (Dec. 18, 1990)
1990 Conn. Super. Ct. 4931 (Connecticut Superior Court, 1990)

Cite This Page — Counsel Stack

Bluebook (online)
580 A.2d 533, 23 Conn. App. 247, 1990 Conn. App. LEXIS 331, Counsel Stack Legal Research, https://law.counselstack.com/opinion/robert-t-reynolds-associates-inc-v-asbeck-connappct-1990.