Dodson Coal Co. v. Delano

Citations

• 266 Pa. 560
• 109 A. 676
• 1920 Pa. LEXIS 613

Syllabus

<p>Principal and agent — Disclosed principal — Statement of claim— Insufficient statement — Practice, O. P.</p> <p>1. In an action against an individual to recover the value of certain improvements, made by plaintiff, a coal company, under a lease, which improvements it was alleged defendant had agreed as an individual to purchase, and had failed to do so, the statement of claim is insufficient, which avers that the agreement was based on two letters set forth as exhibits, the first addressed by plaintiff to defendant, and the second by defendant to plaintiff, where the first letter shows that it contained nothing to indicate that defendant had in any previous negotiations assumed to act as an individual, or in any other than a representative capacity, except what might be inferred from the use of the words “you” and “your,” which were not inconsistent with defendant’s relations to the property as a trustee or as the president of a land company; and the second letter, written in reply to the first, on the letterhead of a land company, and signed by defendant as “President,” referred to himself in the first person singular, and first person plural, indiscriminately, without containing any statement to justify the conclusion that defendant throughout the negotiations acted as an individual owner of the property.</p> <p>2. In such ease, as defendant seemed to be acting for a corporation, and as plaintiff specifically referred to the letters as the basis of defendant’s personal liability in the matter, the burden was upon it to point to specific provisions indicating defendant’s assent to become individually liable, or that he acted without authority of the principal. An averment that defendant incurred personal liability “in entering into the contract” represented by the letters, is insufficient, as the letters indicate that he acted in a representative capacity for a corporation.</p> <p>3. There is nothing in such a case to bring it within an exception to the general