Empire Office MacHines, Inc. v. Aspen Trails Associates LLC
322 P.3d 424
Mont.2014Background
- Aspen Trails Associates, LLC (Aspen) did business as Windermere Real Estate—Helena; Kevin Demaray was Aspen’s majority member.
- Empire Office Machines leased two copiers to Windermere under written 60‑month lease agreements in 2006; leases identified the parties as Empire and Windermere and were signed by Windermere managers.
- In 2010 Empire and "Windemere" executed a revised agreement (debt reorganization) that was directed to Windermere but whose signature block did not expressly show Demaray signing as an agent for Aspen.
- Aspen stopped paying and Empire repossessed the copiers in 2011; Empire sued Aspen, Demaray personally, and another successor operator. Empire obtained judgment against Aspen and later moved against Demaray individually.
- Demaray moved for summary judgment arguing he was not personally liable because the contract named Windermere/Aspen as the contracting party; the district court granted summary judgment for Demaray and Empire appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Demaray is personally liable where signature line did not state he signed as agent for an LLC | Empire: Lack of an agency designation on the signature line makes the contract enforceable against Demaray personally | Demaray: The contract named Windermere/Aspen as the party; prior course of dealing put Empire on notice he was signing as agent for Aspen | Court: No error — Demaray not personally liable; Aspen was disclosed/identifiable as the principal |
Key Cases Cited
- Como v. Rhines, 645 P.2d 948 (Mont. 1982) (an agent is generally not liable if the principal’s existence and identity are disclosed at the time of contracting)
- Myers‑Leiber Sign Co. v. Weirich, 410 P.2d 491 (Ariz. 1966) (burden on agent using trade name to establish true agency situation)
- Eschenbacher v. Anderson, 34 P.3d 87 (Mont. 2001) (ambiguities in contracts drafted by a party are construed against the drafter)
- Hurly v. Lake Cabin Dev., LLC, 276 P.3d 854 (Mont. 2012) (contract must include essential terms to be binding)
- Pennaco Energy, Inc. v. Mont. Bd. of Envtl. Rev., 199 P.3d 191 (Mont. 2008) (summary judgment standard reviewed de novo)