DocketNumber: No. 0119578
Citation Numbers: 1996 Conn. Super. Ct. 3012, 16 Conn. L. Rptr. 406
Judges: KULAWIZ, J.
Filed Date: 4/4/1996
Status: Non-Precedential
Modified Date: 4/17/2021
On March 11, 1994, the plaintiff filed a one count complaint against the defendant which contains the following allegations. On August 17, 1993, the plaintiff and Derby Feed Company ("DFC") entered into a written agreement for the lease of a portion of a building located in West Haven, Connecticut. This lease, drafted by the plaintiff, lists the plaintiff as the landlord and DFC as the tenant. The defendant signed this lease as "president". By the terms of the lease, the plaintiff agreed to let the premises to DFC for a period of one year at the rate of $900 per month. DFC occupied the premises until December of 1993 when it surrendered possession thereof. The plaintiff alleges that DFC failed to pay its rent for all but the first month of the one-year lease.
A bench trial was held before the court, Kulawiz, J., on December 8, 1995. At trial, the defendant offered evidence concerning the commercial arrangements between the parties over a period of time. First, the defendant introduced a copy of a prior lease agreement between himself and the plaintiff by which he occupied the subject property from August 11, 1991 until August 1, 1992. This agreement clearly indicates that the defendant entered into this agreement on behalf of the Derby Feed Enterprises Corporation ("the corporation") in his capacity as its president. The defendant also introduced a copy of a cancelled rent check, dated November 19, 1992, which was drawn from the account of "The Derby Feed Services Corporation d/b/a Derby Feed Company".
The first issue this court addresses is whether the defendant disclosed that he entered into the subject lease on behalf of the corporation so as to absolve him from personal liability on the contract. It is well settled that where an agent contracts in his own name without disclosing his representative capacity, the agent is personally liable on the contract.Murphy v. Dell Corporation,
This conclusion, moreover, is supported by the fact that the subject lease states that the tenant is the Derby Feed Company and is signed by the defendant as "president". The preceding discussion illustrates that the plaintiff was aware of the use of the trade name by virtue of the prior dealings between the parties. Thus, the lease itself is ambiguous because it fails to clearly identify the parties to the agreement. "It is generally accepted . . . that when two or more meanings may fairly be given to language in a contract, the language is to be construed against the one who drew it . . .; and, likewise, the language of a contract is typically construed most strongly against the party whose language it is and for whose benefit it was inserted." (Citations omitted.) Sturmanv. Socha,
The primary issue raised in this case then becomes whether the president of a corporation may be held personally liable on a contract he entered into on behalf of his corporation. The following principles guide this court's determination.
It is black letter law that a contract cannot be enforced against a defendant who is not a party to the contract.Reynolds v. Owen,
Based upon the evidence adduced at trial, it is evident that the defendant, individually was not a party to the agreement and cannot be held personally liable for the debts of the corporation. Accordingly, judgment shall enter for the defendant.
KULAWIZ, J.
Diamond Match Co. v. Crute , 145 Conn. 277 ( 1958 )
Frederick Raff Co. v. Goeben , 116 Conn. 83 ( 1932 )
Sturman v. Socha , 191 Conn. 1 ( 1983 )
Reynolds v. Owen , 34 Conn. Super. Ct. 107 ( 1977 )
Caliendo v. Catania , 127 Conn. 66 ( 1940 )
Klepp Wood Flooring Corporation v. Butterfield , 176 Conn. 528 ( 1979 )