Duquesne Litho, Inc. v. Roberts & Jaworski, Inc.

• Decision Date: 22 June 1995
• Citation: 661 A.2d 9,443 Pa.Super. 170
• Parties: DUQUESNE LITHO, INC., Appellee, v. ROBERTS & JAWORSKI, INC., George L. Ball and Public Strategies, Inc. Appeal of PUBLIC STRATEGIES, INC.
• Court: Pennsylvania Superior Court

Page 9

661 A.2d 9

443 Pa.Super. 170

DUQUESNE LITHO, INC., Appellee, v. ROBERTS & JAWORSKI, INC., George L. Ball and Public Strategies, Inc Appeal of PUBLIC STRATEGIES, INC.

Superior Court of Pennsylvania.

Argued May 16, 1995.

Filed June 22, 1995.

Arnold H. Caplan, Pittsburgh, for Ball, appellee.

Ann Bailey, Pittsburgh, for appellant.

Before POPOVICH, HUDOCK and OLSZEWSKI, JJ.

OLSZEWSKI, Judge.

In late 1989 or early 1990, George Ball decided to run for the office of controller of the City of Pittsburgh. Pursuant to 25 Pa.S.A. § 3242, Ball organized an unincorporated political association called Citizens for George Ball (the Committee) to handle campaign matters. On August 3, 1990, the Committee contracted with Public Strategies, Inc. (Public), a political consulting organization, to assist with the campaign. Public and the Committee signed two consulting agreements (Agreements) spelling out the rights and duties of the respective parties.

In the spring of 1991, Public contracted with Roberts & Jaworski, Inc. (R & J) for the design of certain campaign flyers. R & J subsequently hired Duquesne Litho, Inc. (Duquesne) to do the printing work on the flyers. After Public received drafts of the flyers, and obtained the approval of both Ball and the Committee, the flyers were produced and distributed. Notwithstanding these and other campaign efforts, Ball was defeated in the election for controller.

After the election, Duquesne sought payment for its work in printing the flyers. Unable to collect, Duquesne filed a civil action in arbitration against R & J, seeking money damages for the costs of printing, plus interest. R & J joined Public and Ball as additional defendants. Following a 1992 hearing, the arbitration board awarded Duquesne $16,554 against R & J, and also awarded R & J $16,554 against Public. The arbitrators found that Ball was not liable to either R & J or Public.

Both R & J and Public appealed the arbitration award. The Honorable Livingstone M. Johnson convened a de novo hearing on July 9, 1993. During the course of the hearing, Judge Johnson directed a verdict against R & J in favor of Duquesne for $18,693, plus interest and costs. Judge Johnson also directed a verdict against Public in favor of R & J in the amount of $20,847.27, plus interest and costs. At the conclusion of the hearing, Judge Johnson entered a verdict in favor of Ball against Public. Public now appeals the trial court's order in favor of Ball.

Public seeks to hold Ball personally liable for the printing expenses it paid to R & J. After careful review of the parties' relationships, we agree with the trial court that Public has failed to establish Ball's personal liability.

Public first argues that Ball is personally liable for the Committee's debts pursuant to the common-law liability rules of unincorporated associations. Before we can address Ball's potential liability for the Committee's debts, we must first determine whether the Committee actually owed a debt to Public. In the Agreements between Public and the Committee, there is no mention of reimbursement or payment of business expenses such as these printing costs. The Agreements specifically state that Public is an independent contractor who will receive a consulting fee in return for performing certain services. Presumably, Public did not intend to subsidize the cost of printing items such as flyers, yet no provision was made for these costs in the contract. Despite this poor drafting, the Committee's treasurer did acknowledge that the Committee owed certain reimbursement money to Public. Therefore, we will assume, arguendo, that Public has established the existence of a debt.

Turning to Ball's personal liability for this Committee debt, our Supreme Court has held that a candidate or other member of an unincorporated political association or committee is not personally liable simply by virtue of his membership. Bloom v. Vauclain, 329 Pa. 460, 462-64, 198 A. 78, 79 (1938). It was held that:

Voluntary associations, for ... political ... purposes, ... are not partnerships, nor have their members the powers and responsibilities of partners. The officers, or a committee, or any number of members of such a party have no right to contract debts which will be valid against every member of the party, or of the committee, from the mere fact that he is a member of the party, or of the committee. But those who make a contract, not forbidden by law, are personally liable, and all are included in such liability who assented to the undertaking.

Id. (quoting Franklin Paper Co. v. Gorman, 76 Pa.Super. 276, 280 (1921)). Thus, a candidate or other member will only be personally liable for a political committee's debts if he actually authorized, assented to, or ratified the obligation. Id.; see also Rove & Co. v. Thornburgh, 824 F.Supp. 662 (W.D.Texas 1993), aff'd, 39 F.3d 1273 (6th Cir.1994) (discussing Texas and Pennsylvania law).

While the results of this rule may seem harsh at times, courts have not hesitated to enforce it because candidates and other members do have certain safeguards available to them. A candidate could easily incorporate his campaign committee and thus shield himself from personal liability. See Rove, 39 F.3d at 1299. A candidate could also include contractual provisions in all committee agreements with third parties that exclude the candidate from personal liability. Id. Thus, a candidate is not without protections under the law.

In the instant case, we agree with the trial court that candidate Ball did take the appropriate steps to protect himself. While the Agreements between Public and the Committee do not contain an express provision limiting the personal liability of Ball, they do demonstrate a clear understanding between the parties that Ball would not be held personally liable. In the first Agreement dated August 3, 1990, Ball's name was initially typed under the signature line along with the name of the Committee. R.R. 371a. Ball's name was crossed out and replaced with "Gail Ball, Chairperson for." Id. Thus, the parties here evidenced an...