Vernon D. Cox & Co., Inc. v. Giles

406 A.2d 1107, 267 Pa. Super. 411, 1979 Pa. Super. LEXIS 2517
CourtSuperior Court of Pennsylvania
DecidedJune 29, 1979
Docket2454
StatusPublished
Cited by29 cases

This text of 406 A.2d 1107 (Vernon D. Cox & Co., Inc. v. Giles) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Vernon D. Cox & Co., Inc. v. Giles, 406 A.2d 1107, 267 Pa. Super. 411, 1979 Pa. Super. LEXIS 2517 (Pa. Ct. App. 1979).

Opinions

PRICE, Judge:

On March 4, 1974, appellee Vernon D. Cox & Co., Inc., filed a complaint in assumpsit against appellant George E. Giles alleging that the latter had failed to make payments required by contract in the amount of $2,500. A board of arbitrators awarded appellee that sum, and a subsequent jury trial resulted in an identical verdict adverse to appellant. Post-trial motions for a new trial were denied, and appellant now contends that the court below erred in refusing to sustain his demurrer to the evidence.1 For the reasons stated herein, we agree with appellant and consequently reverse the order of the court below.

A demurrer to the evidence in a civil suit has the effect of admitting the truth of all the evidence advanced by the adverse party, and all reasonable and necessary inferences therefrom. McKowen v. McDonald, 43 Pa. 441 (1863); Tucker v. Bitting, 32 Pa. 428 (1859); 6 Standard Pennsylvania Practice 357-58 (I960).2 Viewed in this light, the following evidence was proffered by appellee at trial. Vernon D. Cox testified that in 1971 he served as Vice-President and Treasurer of Vernon D. Cox & Co., Inc., a Pennsylvania business corporation involved in real estate development, appraisal, and management work. During the spring of that year, Mr. Cox was introduced to appellant in order to initiate negotiations designed to culminate in appellee corpo[414]*414ration’s purchase of a tract of land in the Pocono Mountains. Mr. Cox and appellant held several meetings throughout the remainder of 1971, discussing various matters. On March 8, 1972, pursuant to prior conversations, Mr. Cox dispatched a letter to appellant detailing his firm’s qualifications for appraisal work. In that letter, Mr. Cox quoted a price of $2,500 for the appraisal of two tracts of land totalling approximately 320 acres. The subject land was owned by Le Chateau Inn and Country Club, a Pennsylvania corporation which also owned certain buildings located on one of the tracts. Mr. Cox was cognizant of this, and was also informed that the appraisal was necessitated by Le Chateau’s need to establish the fair market value of the land in anticipation of a sale and lease-back arrangement. Prior to March 8, 1972, Mr. Cox was additionally aware that appellant had some connection with Le Chateau, although he testified that he did not realize that appellant was, at the time, Le Chateau’s chairman of the board. At no time during the negotiations for the appraisal was Mr. Cox specifically apprised of appellant’s position with Le Chateau, or that the appraisal was being undertaken solely for Le Chateau. A short time subsequent to reception of the letter, appellant orally instructed Mr. Cox to proceed with the appraisal in accordance with the latter’s correspondence and their personal understanding.3

[415]*415Following completion of the assignment, the bill for the agreed upon price was sent in June of 1972, not to Le Chateau, but to appellant personally. No payment was forthcoming, and on February 7, 1973, appellant informed Mr. Cox that the latter’s services had been rendered to Le Chateau, and suggested that any billing be forwarded directly to that corporation. Mr. Cox testified that this was the first time he had been apprised that the work was being performed for a corporation, and that appellant believed himself to be acting solely as an agent of Le Chateau in contracting for the appraisal.

Appellant now maintains that the lower court erred in failing to sustain his demurrer, because the jury could not conclude from the evidence presented that he had personally entered into a contract with appellee. We agree. It is a basic tenet of agency law that an individual acting as an agent for a disclosed principle is not personally liable on a contract between the principle and a third party unless the agent specifically agrees to assume liability. E. g., Revere Press, Inc. v. Blumberg, 431 Pa. 370, 246 A.2d 407 (1968); Geyer v. Huntingdon County Agricultural Assn., 362 Pa. 74, 66 A.2d 249 (1949); Yentis v. Mills, 299 Pa. 25, 148 A. 909 (1930); Restatement (Second) of Agency § 320 (1958).4 Con[416]*416versely, an agent who consummates a contract without disclosing either the fact of agency or the identity of the principle will be considered to have assumed personal liability. Revere Press, Inc. v. Blumberg, supra; Pennsylvania Company v. Clark, 340 Pa. 433, 18 A.2d 807 (1941); Restatement (Second) of Agency §§ 321, 322 (1958). Instantly, the pivotal question is whether Le Chateau was a disclosed principle in the dealings between appellant and Mr. Cox.5

The Restatement (Second) of Agency § 4 defines a disclosed principal in the following terms: “If, at the time of a transaction conducted by an agent, the other party thereto has notice that the agent is acting for a principal and of the principal’s identity, the principal is a disclosed principal.” See Sweitzer v. Whitehead, 404 Pa. 506, 510, 173 A.2d 116, 119 (1961). The Restatement subsequently explicates that a person has notice of a fact when he has actual knowledge of it, has reason to know it, should know it, or has been given notification of it. Restatement (Second) of Agency § 9. While it would ordinarily be for the trier of fact to determine whether the requisite notice of disclosure existed, to premise individual liability in the present case on the quantum of proof adduced by appellee would substitute conjecture and surmise for proof. Mr. Cox knew of the existence of Le Chateau; he knew that it owned the land to be appraised and that it required the appraisal so as to acquire refinancing. He also knew that appellant was associated with the corporation on the basis of prior dealings. It is clear that on these facts, Mr. Cox knew or should have known that appellant was acting in a representative capacity.

Sweitzer v. Whitehead, supra, is factually similar and controls this appeal. In Sweitzer, Messrs. Whitehead and Land, defendants, attended an auction organized by Messrs. Sweitzer and Mele, plaintiffs. At the conclusion of the [417]*417auction, certain equipment remained unsold. Mr. Whitehead approached Mr. Sweitzer and inquired as to the disposition of the unsold equipment. When the latter indicated that he wished to sell the residuary, Mr. Whitehead presented a card bearing the name of “Land-Whitehead Equipment Co.” and indicated that he was interested in disposing of the equipment for the plaintiffs on a commission basis. During the discussion, Mr. Land was introduced as Mr. Whitehead’s partner. Neither of the defendants revealed that the Land-Whitehead Equipment Co. was in fact a corporation of which they were president and treasurer respectively.

An agreement was reached and the equipment was shipped to the Land-Whitehead Equipment Co. The equipment was never sold, and when the plaintiffs retook possession, some of the equipment was missing, and the remainder was badly damaged or deteriorated. The defendants offered no explanation for either the missing or damaged equipment. The plaintiffs then brought suit against both Land-Whitehead Equipment Co. and Messrs.

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Bluebook (online)
406 A.2d 1107, 267 Pa. Super. 411, 1979 Pa. Super. LEXIS 2517, Counsel Stack Legal Research, https://law.counselstack.com/opinion/vernon-d-cox-co-inc-v-giles-pasuperct-1979.