Saco Dairy Co. v. Norton.

• Decision Date: 02 February 1944
• Citation: 35 A.2d 857
• Parties: SACO DAIRY CO. v. NORTON.
• Court: Maine Supreme Court

35 A.2d 857

SACO DAIRY CO.

v.NORTON.

Supreme Judicial Court of Maine.

Feb. 2, 1944.

Exceptions from Superior Court, York County.

Action by the Saco Dairy Company against Thompson Norton for value of dairy products furnished. On exceptions by defendant to a finding for plaintiff.

Exceptions overruled.

Before STURGIS, C.J., and THAXTER, HUDSON, MANSER, MURCHIE, and CHAPMAN, JJ.

William H. Stone and Armstrong & Spill, all of Biddeford, for plaintiff.

Brooks Whitehouse, of Portland, for defendant.

CHAPMAN, Justice.

The above cause comes to this Court on exceptions by the defendant to the finding of the Justice of the Superior Court sitting without a jury.

The case was submitted to the Justice upon an agreed statement set forth in the bill of exceptions as follows:

“The plaintiff, Saco Dairy Company, is a Maine corporation engaged in the delivery of dairy products. The defendant, Thompson Norton, during the years 1941 and 1942, was manager of a summer hotel at Kennebunkport known as Breakwater Court. Breakwater Court is a large hotel containing about 150 rooms. It was owned during 1941 and 1942 by Kate F. Norton, the defendant's mother, in her individual right. During the summer of 1941 the plaintiff, through one of its officers Gordon F. Ilsley, had a number of interviews with the defendant and as a result sold a substantial amount of dairy products for use in the hotel. At no time was there any discussion between Ilsley and the defendant as to who owned Breakwater Court and Ilsley never charged defendant with personal liability. All bills were rendered by the plaintiff in the name Breakwater Court and the total bill for 1941 was paid by a check signed Kate F. Norton by R. T. Norton, Atty. During 1942 more dairy products were sold to the hotel and billed to Breakwater Court as before. No discussion was had between any representatives of the plaintiff and the defendant as to who was owner of Breakwater Court. The bills for 1942 were not paid and are the subject of this suit. Kate F. Norton was not at any time during the events described above, registered as owner of Breakwater Court as required by R. S. Chapter 44, Section 5.”

We are justified in assuming from the treatment of the subject in the respective briefs that the ownership of the hotel by the defendant's mother, as set forth in the agreed statement, included proprietorship of the business conducted therein.

The sole issue raised between the parties was whether the agency of the defendant was disclosed to the plaintiff. It was not in dispute that the goods were purchased by the defendant for the benefit of a third party, but the plaintiff claims that no disclosure of his agency was made by the defendant at the time of the transaction. The presiding Justice found for the plaintiff.

The defendant contends that “the fact that the particular entity of a trade name is unknown, i. e., whether it is a corporation, partnership or individual does not justify the application of the doctrine of undisclosed principal.” In other words, that the use of the name “Breakwater Court” in the purchase of the supplies was a sufficient disclosure of agency by the defendant to avoid personal liability for the payment thereof.

If an agent who negotiates a contract in behalf of his principal would avoid personal liability, the burden is upon him to disclose his agency to the other contracting party. And his disclosure must include not only the fact that he is an agent, but also the identity of his principal. 2 Am.Jur., Agency, 404; Keen v. Sprague, 3 Greenl. 77, 80, 3 Me. 77, 80; Baxter v. Duren, 29 Me. 434, 50 Am.Dec. 602; Meriam v. Wolcott et al., 3 Allen, Mass., 258, 80 Am.Dec. 69; Amans v. Campbell, 70 Minn. 493, 73 N.W. 506, 68 Am.St.Rep. 547; Ye Seng Co. v. Corbitt & Macleay, D.C., 9 F. 423; Meyer et al. v. Barker, 6 Binn., Pa., 228; Cobb v. Knapp, 71 N.Y. 348, 27 Am.Rep. 51; Nelson v. Andrews, 19 Misc. 623, 44 N.Y.S. 384; Danforth & Carter v. Timmerman, 65 S.C. 259, 43 S.E. 678; Kelly v. Guess, 157 Miss. 157, 127 So. 274.

The fact that a contract is negotiated by an agent, under a trade name, is not of itself a sufficient disclosure of his agency. In the Amans v. Campbell case, one Campbell, who was the manager of a business belonging to his wife, in making a contract in relation to the business, signed “Campbell & Co.” without indicating in any way that he did so as agent. It was held that the mere use of the name “Campbell & Co.” did not amount to a disclosure of his agency for his wife, Delia Campbell, doing business under the name of “Campbell & Co.”

In Ye Seng Co. v. Corbitt & Macleay, the defendants executed a contract as “Agent for owners of the American Bark Garibaldi, of Portland, Oregon.” It was held that the identity of the principal was not disclosed.

In Meyer et al. v. Barker, the defendant executed a charter party as “Agent for and in behalf of the American Ship Diana, Samuel Holmes, Master.” I was held that this was not a disclosure of the principal.

In Nelson v. Andrews, it was held that the use of the name “Bradford Estate” was not a disclose of the identity of the principal.

In Cobb v. Knapp, it was held that the use of the name “Blissville Distillery” was not conclusive as a disclosure of the principal. The Court in that case said: “It is not sufficient that the seller may have the means of ascertaining the name of the principal. If so, the neglect to inquire might be deemed sufficient. He must have...