Micro/Mini Systems, Inc. v. Boyle

• Decision Date: 09 July 1996
• Docket Number: Nos. A-95-066,A-95-776,s. A-95-066
• Citation: 552 N.W.2d 302,4 Neb.App. 841
• Parties: MICRO/MINI SYSTEMS, INC., doing business as Computers by Malone, Appellant, v. Michael BOYLE and Boyle & Associates, P.C., Appellees. MICRO/MINI SYSTEMS, INC., doing business as Computers by Malone, Appellant, v. BOYLE & ASSOCIATES, P.C., Appellee.
• Court: Nebraska Court of Appeals

Page 302

552 N.W.2d 302

4 Neb.App. 841

MICRO/MINI SYSTEMS, INC., doing business as Computers by Malone, Appellant, v. Michael BOYLE and Boyle & Associates, P.C., Appellees.

MICRO/MINI SYSTEMS, INC., doing business as Computers by Malone, Appellant, v. BOYLE & ASSOCIATES, P.C., Appellee.

Nos. A-95-066, A-95-776.

Court of Appeals of Nebraska.

July 9, 1996.

Syllabus by the Court

1. Directed Verdict: Proof: Appeal and Error. In considering an appeal from an order granting a motion for a directed verdict at the close of the plaintiff's case, an appellate court must determine whether the cause of action was proved and in so doing must consider the plaintiff's evidence as true and give the plaintiff the benefit of reasonable conclusions deducible from that evidence.

2. Principal and Agent: Contracts: Liability. An agent, acting for a disclosed principal, is not ordinarily liable for the principal's contract.

3. Principal and Agent: Contracts: Liability. An agent who contracts on behalf of a disclosed principal, in the absence of some other agreement to the contrary or other circumstances showing that the agent has expressly or impliedly incurred or intended to incur personal responsibility, is not liable to the other contracting party.

4. Principal and Agent: Corporations: Contracts: Liability: Proof. It is the agent's duty to disclose his capacity as agent of a corporation if he is to escape personal liability for contracts made by him, and the agent bears the burden of proof of showing that he was purchasing in his corporate, not individual, capacity.

5. Judgments: Jurisdiction: Appeal and Error. When no factual dispute is involved, determination of a jurisdictional issue is a matter of law which requires an appellate court to reach a conclusion independent from the trial court's conclusion on the issue.

6. Jurisdiction: Appeal and Error. The issue of subject matter jurisdiction may be raised sua sponte by an appellate court.

7. Parties: Final Orders: Appeal and Error. When a party defendant is dismissed during trial, the order of dismissal is appealable.

8. Jurisdiction: Appeal and Error. An appeal shall be deemed perfected and an appellate court shall have jurisdiction of the cause when the notice of appeal has been filed and the docket fee deposited.

9. Courts: Jurisdiction: Appeal and Error. Lower courts are divested of subject matter jurisdiction over a particular case when an appeal of that case is perfected.

10. Jurisdiction: Appeal and Error. Any order made by the district court after the vesting of jurisdiction in an appellate court is void and of no effect. The district court loses jurisdiction the instant an appeal is perfected.

Philip J. Lee, Omaha, for appellant.

Patrick M. Flood and Scott A. Meyerson, of Hotz & Weaver, Omaha, for appellees.

HANNON, SIEVERS, and MUES, JJ.

HANNON, Judge.

Micro/Mini Systems, Inc. (Micro), sued Michael Boyle (Boyle) and Boyle & Associates, P.C. (Boyle P.C.), for payment on a computer system and related services supplied by the former pursuant to an agreement negotiated by Boyle. On December 15, 1994, at the conclusion of Micro's case in chief, the trial court granted Boyle's motion for a directed verdict, but denied a similar motion by Boyle P.C. The court then resumed the trial between the remaining parties, but later recessed it until February 1, 1995. The court rendered its decision, finding against Micro on its petition and against Boyle P.C. on its cross-petition on May 4. A motion for new trial was denied on June 14. In the meantime, on January 13, Micro appealed the court's action of dismissing the case as to Boyle by filing a notice of appeal (case No. A-95-066). Micro also later appealed the May 4 order (case No. A-95-776). The appeals have been consolidated.

The trial court granted Boyle a directed verdict because it concluded that any liability the defendants might have would be that of the principal, Boyle P.C. By its first appeal, Micro maintains that this finding was wrong and by its second appeal, it maintains that the trial court did not have jurisdiction to finish the trial after the first appeal was perfected. We conclude that the evidence would support a finding that Boyle made the contract with Micro without disclosing he was an agent for Boyle P.C., or for Boyle's wife, Anne Boyle, and thus could be liable as an undisclosed agent. We also conclude that the first appeal deprived the trial court of the jurisdiction to finish the trial between the remaining parties. We therefore reverse the judgment and remand the cause in case No. A-95-066 for further proceedings, and we dismiss the appeal in case No. A-95-776 and remand the cause with directions to the district court to vacate its judgment of dismissal and to continue the trial, or commence a new trial.

Because an understanding of the facts of the case is necessary to understand our conclusion on the jurisdictional issues, we will depart from the usual order and consider the substantive question before we consider the jurisdictional questions.

CASE NO. A-95-066: DIRECTED VERDICT

Standard of Review.

In considering an appeal from an order granting a motion for a directed verdict at the close of the plaintiff's case, an appellate court must determine whether the cause of action was proved and in so doing must consider the plaintiff's evidence as true and give the plaintiff the benefit of reasonable conclusions deducible from that evidence. Russell v. Norton, 229 Neb. 379, 427 N.W.2d 762 (1988); D.S. v. United Catholic Soc. Servs., 227 Neb. 654, 419 N.W.2d 531 (1988). A trial court should direct a verdict, as a matter of law, only when the facts are conceded, undisputed, or such that reasonable minds can draw but one conclusion therefrom. The party against whom the verdict is directed is entitled to have every controverted fact resolved in his or her favor and to have the benefit of all inferences which can be reasonably drawn from the evidence. If there is any evidence which will sustain a finding for the party against whom the judgment is made, the case may not be decided as a matter of law. Baker v. St. Paul Fire & Marine Ins. Co., 240 Neb. 14, 480 N.W.2d 192 (1992); Leonard v. Wilson, 238 Neb. 1, 468 N.W.2d 604 (1991); Carnes v. Weesner, 229 Neb. 641, 428 N.W.2d 493 (1988).

Summary of Evidence.

When considered in the light most favorable to Micro, the evidence shows as follows:

Micro is a corporation owned by John Malone and his wife. Malone personally negotiated the sale of a computer system with Boyle. During all times relevant to this case, Boyle was an attorney who practiced law through Boyle P.C. His wife, Anne Boyle, operated a collection agency called Universal Revenue. The record does not show the legal form of the organization of Universal Revenue. The law practice and the collection agency were operated in one suite of offices, and apparently the clerical work for both the law office and the collection agency was done in the same room.

During February 1992, Boyle inquired of Malone about the feasibility of replacing an existing computer system. Boyle told him "he had just acquired a company that was involved in collections and that he had a computer system that was unsatisfactory and difficult to use." After several discussions, Malone submitted two proposals to Boyle in writing. The proposal document does not contain the name of any addressee, but the body of the document contains the statements, "I want to emphasize, Mike, that ... I believe this would make a suitable network for your use.... I concluded that your operation is nicely confined in its scope," and similar statements indicating it was directed to Boyle. Malone testified that when he talked to Boyle, Boyle's responses were to the effect that " '[a]ll I need is ... I just need....' " Malone testified that he was not aware of the different corporate structures.

After several conversations between Micro employees, Boyle, Anne Boyle, and employees of Boyle P.C. and the collection agency, it was agreed that Micro would provide a computer system in accordance with one of Micro's proposals. At that time, the system was to be for the law business, but the collection agency would have access to it for its work. Part of the agreement involved designing the system so that "Anne Boyle" would have access to it.

On February 29, 1992, prior to the delivery of the hardware and services, Micro sent an invoice, exhibit 2, addressed to "Boyle & Associates" and "Mike Boyle." This invoice lists the labor, services, warranties, and hardware which Malone understood Micro was to supply, and it showed a total price of $27,667.15, $14,000 of which was for labor and programming, and the balance for hardware.

Micro delivered the hardware and began installing and programming the new computer system sometime in March. Problems developed. Boyle P.C.'s Wang computer system "crashed" before the information on it could be transferred to the new system, and this necessitated additional hours of programming. In addition, problems developed in adapting the system so it could be used by the collection agency. Malone testified that the nature of the agreement broadened, and the majority of the work focused on running the day-to-day operations of the collection agency. Micro's evidence would establish that at least by August, if not before, Micro knew the collection agency was operated by Anne Boyle. There is no evidence to establish the owner or the legal organization of the collection agency that was operated under the name Universal Revenue, or Universal Revenue Service, and at some time, Uni-Phy. Micro's evidence is to the effect that the problems of making the computer system available to the collection agency led to cost overruns and delays.

On June 12, Malone wrote a letter to Boyle addressed to "Mike Boyle" and "Boyle & Associates," and on the same date, Micro sent another invoice addressed to "Boyle & Associates" and ...