Law School Case Brief
Atl. Salmon A/S v. Curran - 32 Mass. App. Ct. 488, 591 N.E.2d 206 (1992)
It is the duty of the agent, if he would avoid personal liability on a contract entered into by him on behalf of his principal, to disclose not only that he is acting in a representative capacity, but also the identity of his principal.
Michael Curran dealt with two fish exporters, Salmonor A/S (Salmonor) and Atlantic Salmon A/S (Atlantic), as a representative of a seafood exchange company, “Boston International Seafood Exchange, Inc.," or "Boston Seafood Exchange, Inc.". Curran used the designation "treasurer" on his checks and gave the exporters business cards that identified him as the marketing director of the "Boston International Seafood Exchange, Inc." At all relevant times, no such company existed. At trial, Curran alleged that he was acting as an agent of another company when he incurred the debt that the exporters sought to recover from him individually. That other company had filed a certificate with the city that it was doing business in the name of the seafood exchange company. The trial court entered judgment in favor of Curran.
Was it Curran’s duty to disclose his agency if he wanted to avoid personal liability?
The court held that it was not sufficient that the exporters might have had the means, through a search of the records of the city clerk, to determine the identity of Curran’s principal. Actual knowledge was the test. It was Curran’s duty, if he wanted to avoid personal liability, to disclose his agency. Curran’s use of trade names or fictitious names was not a sufficient identification of the alleged principal so as to protect him from personal liability.
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