Daniel S. Krueger v. Paul C. Hsu, 2019AP002030

In July 2014 Krueger and Paul Hsu (on behalf of Hsu’s Ginseng Enterprises, Inc.) entered a four-year futures contract for Krueger’s ginseng at $70 per pound.
Hsu paid $70/lb in 2014–15 but paid only $50/lb in 2016 and $40/lb in 2017.
Paul negotiated, drafted, and signed the contract personally; the contract did not list the corporate name or include “Inc.” on the buyer line.
Krueger cashed the partial-payment checks for liquidity reasons (bank financing) but consistently testified he expected full contract price and did not accept reduced payment as full satisfaction.
Krueger sued Paul and the corporation for breach of contract and unjust enrichment; after a bench trial the circuit court entered judgment for Krueger against both defendants.
On appeal Hsu argued Paul was not personally liable, the parties modified the contract by conduct, and Krueger failed to mitigate; the Court of Appeals affirmed.

Issue	Plaintiff's Argument (Krueger)	Defendant's Argument (Hsu)	Held
Whether Paul is personally liable for the contract breach	Paul signed the contract personally and did not disclose a corporate principal, so he is personally liable	Paul acted as agent/owner for the corporation; the corporation (not Paul) took delivery and made payments	Court: Paul personally liable—no disclosure of corporate status on contract; factual finding not clearly erroneous (Benjamin Plumbing standard)
Whether parties modified the contract by conduct (price/weight reductions)	Krueger did not assent to price reductions; cashing checks under financial pressure wasn’t acceptance of modification	Acceptance of reduced payments and agreed three-pound barrel weight reduction show modification	Court: No modification—no meeting of the minds on price; cashing partial payments to cover bank obligations did not constitute assent; limited weight reduction did not change price
Whether Krueger failed to mitigate damages	Krueger: mitigation was not practicable given market/financing; no evidence other buyers were available	Hsu: Krueger could have sought other buyers at higher prices and thus failed to mitigate	Court: Hsu bore burden to prove mitigation alternatives; no evidence offered, so mitigation defense fails

Benjamin Plumbing, Inc. v. Barnes, 162 Wis. 2d 837 (1991) (agent seeking to escape liability must prove the principal’s corporate status was disclosed to contracting party)
Ozaukee Cnty. v. Flessas, 140 Wis. 2d 122 (Ct. App. 1987) (bench-trial factual findings reviewed for clear error)
Nelsen v. Farmers Mut. Auto. Ins. Co., 4 Wis. 2d 36 (1958) (acts relied on to prove contract modification must unequivocally show mutual assent)
Kuhlman, Inc. v. G. Heileman Brewing Co., 83 Wis. 2d 749 (1978) (party asserting failure to mitigate bears burden to show mitigation was possible)