40 A.3d 20
Me.2012Background
- Porter is the sole shareholder of County Forest; in 2004–2005 he orally contracted with A.E. Robinson to deliver fuel to Porter Cash Fuel, a trade name he used in connection with County Forest and other venture entities.
- Invoices and statements were addressed to Porter Cash Fuel, with payments routed to that entity; no writings referenced County Forest or disclosed County Forest as principal.
- A.E. Robinson began adding terms to invoices claiming financing charges, collection costs, attorney fees, and court costs; Porter sometimes paid and accepted financing charges without objecting.
- The business relationship deteriorated, Robinson stopped delivering products, and suit was filed seeking payment on the account.
- A non-jury trial resulted in a judgment against County Forest and Porter jointly and severally for the invoices plus financing charges and attorney fees.
- On appeal, the court (i) held Porter and County Forest jointly and severally liable based on agency through an undisclosed principal, and (ii) modified the judgment to remove the attorney-fees award while affirming the rest.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was liability joint and several for the debt proper? | Robinson argues Porter acted as agent for undisclosed principal County Forest, making both liable. | Porter/County Forest contend no undisclosed principal or liability beyond Porter; separate entity treatment should apply. | Yes; Porter and County Forest are jointly and severally liable. |
| Whether financing charges and attorney fees were enforceable under UCC 2-207(2)(b)? | Robinson contends financing charges and attorney fees provisions became part of the contract. | Porter/County Forest argue the attorney-fees clause materially alters the contract and is not justified by usage or course of performance. | Financing charges allowed; attorney-fees provision removed; judgment affirmed as modified. |
Key Cases Cited
- Treadwell v. J.D. Construction Co., 2007 ME 150 (Me. 2007) (agency undisclosed principal liability framework)
- Me. Farmers Exch. v. McGillicuddy, 1997 ME 153 (Me. 1997) (principal-agent liability principles cited)
- Estate of Saliba v. Dunning, 682 A.2d 224 (Me. 1996) (personal liability considerations in agency/contract)
- Bank of Am., N.A. v. Barr, 2010 ME 124 (Me. 2010) (treatment of liability and related issues in contract)
- Libby v. Long, 127 Me. 293 (Me. 1928) (election rule historically used in agency cases)