AMERICAN GUILD OF MUSICAL ART. v. ATLANTA MUN. TH., INC.

• Decision Date: 17 February 1971
• Docket Number: Civ. A. No. 12494.
• Parties: AMERICAN GUILD OF MUSICAL ARTISTS, an unincorporated association, Plaintiff, v. ATLANTA MUNICIPAL THEATER, INC., a corporation, and Christopher B. Manos, individually, Defendants.
• Court: U.S. District Court — Northern District of Georgia

322 F. Supp. 1154

AMERICAN GUILD OF MUSICAL ARTISTS, an unincorporated association, Plaintiff, v. ATLANTA MUNICIPAL THEATER, INC., a corporation, and Christopher B. Manos, individually, Defendants.

Civ. A. No. 12494.

United States District Court, N. D. Georgia, Atlanta Division.

February 17, 1971.

Becker & London, New York City, Addair, Goldthwaite, Stanford & Daniel, Atlanta, Ga., Cooper, Mitch & Crawford, Birmingham, Ala., for plaintiff.

Hansell, Post, Brandon & Dorsey, Atlanta, Ga., for defendants.

FINDINGS OF FACT AND CONCLUSIONS OF LAW

MOYE, District Judge.

I. FINDINGS OF FACT

On or about August 10, 1968, the two contracts attached to Plaintiff's Complaint as Exhibits "A" and "B" were entered into between American Guild of Musical Artists (AGMA), Plaintiff in this action, and Atlanta Municipal Theater, Inc. (AMT), a non-profit corporation, one of the Defendants herein. AGMA was the bargaining agent for certain performing artists who were employed or were to become employed by AMT. The other Defendant herein, Christopher B. Manos, was the Vice President-General Manager of AMT, and executed the two contracts on behalf of AMT. The contracts were the result of several months negotiations carried on for AMT by Michael Parver, the Production Manager, and for AGMA by Joan Greenspan. The contracts were for the purpose of providing the terms and conditions of employment of various performing artists with AMT in its production of "King Arthur" in connection with the opening of the Atlanta Memorial Arts Center.

Defendant Manos was not personally involved in any of the negotiations between Parver for AMT and Greenspan for AGMA after an initial meeting between Greenspan and one Hy Faine on behalf of AGMA and Parver and Manos on behalf of AMT in New York City at the start of the negotiations.

The contracts were prepared by AGMA, and were received on behalf of AMT by Parver in Atlanta, Georgia, in the mail from AGMA. The contracts were received in Atlanta on or about August 10, 1968. Both contracts are printed or typed, are of plaintiff's "standard" form, and have provisions covering many different aspects of the relationships of the performing artists to AMT. Contract A consists of 20 pages and 51 paragraphs. Contract B has 18 pages and 45 paragraphs. Contract A has 5 blanks on page one, 1 in paragraph 15, 2 in paragraph 45, and 2 in paragraph 46; and one handwritten date correction on paragraph 45. Contract B has 5 blanks on page one (one consisting of 3 lines), 1 in paragraph 18(c), 2 in paragraph 40, and 2 in paragraph 41. When the contracts were received by Parver on behalf of AMT, the handwriting had been inserted by AGMA in all the blanks that have writing in them in the manner appearing in the contracts as attached to the Complaint. All the blanks were completed in Contract A with the exception of that in the first sentence of paragraph 46. All the blanks were completed in Contract B with the exception of that in the first sentence of paragraph 41, and that provided for the address of AMT on the first page.

Parver examined the contracts and later obtained two amendments to them. The two contracts were reviewed by Parver alone, and by Parver and Manos together. The contracts and the amendments are clearly the undertaking of AGMA and AMT, with Manos signing as agent in his representative capacity for AMT.

Paragraph 46 of Contract A appears as follows:

"46. PERSONAL LIABILITY

It is understood and agreed that ________ ________, who is signing this Agreement on behalf of the Employer as an agent and representative of the Employer, is also signing this Agreement in his capacity as an individual in addition to his capacity as an agent and representative of the Employer, and his signature to this Agreement shall bind him, individually and personally, as well as the Employer. Christopher B. Manos hereby warrants and represents that he has the requisite authority as an agent and representative of the Employer to sign this agreement on behalf of, and to bind, the Employer."

Paragraph 41 of Contract B appears as follows:

"41. OBLIGATIONS OF SIGNATORIES

It is understood and agreed that ________ ________ who is signing this agreement on behalf of the EMPLOYER as an agent and representative of the EMPLOYER, is also signing this agreement in his capacity as an individual in addition to his capacity as an agent and representative of the EMPLOYER, and his signature to this agreement shall bind him, individually and personally as well as the EMPLOYER. Christopher B. Manos hereby warrants and represents that he has the requisite authority as an agent and representative of the EMPLOYER to sign this agreement on behalf of, and to bind, the EMPLOYER."

As stated above, and as shown by the two paragraphs as quoted, the blanks in the first sentence of each paragraph were not filled in when the contracts were received by Parver, and were left blank intentionally by Parver and Manos.

At no time in any of the negotiations between Parver and Greenspan was any mention made of personal liability with respect to Manos. Manos had no discussions with anyone on behalf of AGMA at any time in regard to any prospective personal liability on his part. Manos and Parver were aware of paragraphs 46 and 41 as above quoted, but it was their opinion that since Manos' name had not been filled in the appropriate place, the provision did not apply, and Manos would not obligate himself personally by executing the contracts. Manos testified he would not have signed the contracts had he thought he was personally obligating himself. The testimony of Manos and Parver is clear that both were of the opinion that execution of the contracts by Manos with the blanks in the first sentences of paragraphs 46 and 41 would not result in obligating Manos personally. They did not consult a lawyer. Thus it is clear that Manos did not intend to bind himself personally.

No evidence was submitted on behalf of plaintiff as to its intention, the plaintiff relying solely on the written language of the contract.

Sometime after the date of the two contracts, AMT failed and was unable to pay certain obligations to performing artists covered by the two contracts. AGMA brought suit against AMT and against Manos personally. AMT defaulted, and judgment has been entered against it. Both AGMA and Manos filed Motions for Summary Judgment. This Court entered an Order on February 12, 1970, 310 F.Supp. 944, denying both Motions and stating in pertinent part:

"As to the motions for summary judgment it

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