Opinion
No. 5277.
Submitted May 5, 1965.
Decided May 24, 1965.
1. An agent who contracts in his own name for an undisclosed principal is personally liable.
Action at law to recover for the price of certain petroleum products delivered by the plaintiff to the defendant. Trial by the Court resulting in a verdict for the plaintiff in an amount agreed upon by the parties as correct, provided the defendant was liable.
After the verdict the defendant excepted to it and to the findings and rulings of the Court which contain the relevant facts as follows:
"(1) That sometime prior to August 19, 1959, the defendant had a conversation with John Foley, Division Manager of the plaintiff, with reference to obtaining credit for the Broadway Garage.
"(2) That Mr. Foley knew Mr. Hashem prior to this time and had business dealings with Mr. Hashem as President and managing officer of the TA—C Taxi, Inc.
"(3) That prior to August 19, 1959, the TA—C Taxi, Inc., was a customer of the plaintiff and had established a line of credit with the plaintiff.
"(4) That prior to August 19, 1959, Michael Hashem told Mr. Foley that he was negotiating for the purpose of purchasing or leasing the Broadway Garage . . . .
"(6) That in conformity with the ordinary procedures of the plaintiff, a credit investigation of the defendant, Michael Hashem, was obtained.
"(7) That on the basis of this credit investigation, the plaintiff extended a line of credit to the defendant, Michael Hashem, doing business as the Broadway Garage.
"(8) That this line of credit was extended to the defendant, Michael Hashem, individually doing business as the Broadway Garage, solely in reliance upon his own personal credit standing.
"(9) That at no time prior to October 13, 1959, when the first petroleum products were delivered to the Broadway Garage did the defendant, Michael Hashem doing business as Broadway Garage, reveal to the plaintiff that this garage was being operated by the TA—C Taxi, Inc.
"(10) That prior to October 13, 1959, the plaintiff closed out its account with TA—C Taxi, Inc.
"(11) That an agent who contracts in his own name for an undisclosed principal is personally liable . . . .
"(12) That in his negotiations for a line of credit, the defendant, Michael Hashem doing business as Broadway Garage, did not reveal that he was acting on behalf of his principal, TA—C Taxi, Inc.
"(13) That the present indebtedness to the plaintiff is in the amount of $2137.29.
"(14) That upon all the evidence and all the law, judgment is hereby rendered for the plaintiff in the amount of $2137.29."
Reserved and transferred by Loughlin, J.
Walter A. Calderwood for the plaintiff, filed no brief.
Fisher, Parsons, Moran Temple for the defendant, filed no brief.
The defendant excepted to the findings, rulings and verdict of the Court. Since it appears on the face of the record that the main purpose of the exceptions was to raise the question of whether the defendant might be held personally liable as an agent of an undisclosed principal, we consider that issue. Eastman v. Waisman, 94 N.H. 253. An examination of the transcript discloses that there was sufficient evidence to sustain all the findings of the Court, including those that the plaintiff extended credit to the defendant personally, unaware of the fact that the latter represented an undisclosed principal. Having made these findings, the Court properly ruled as a matter of law that "an agent who contracts in his own name for an undisclosed principal is personally liable." Batchelder v. Libbey, 66 N.H. 175; Hoyt v. Horst, 105 N.H. 380, 388; Restatement (Second), Agency, s. 322; see Manchester Supply Co. v. Dearborn, 90 N.H. 447.
The order is
Judgment on the verdict.
All concurred.