*1 411 trial, no evidence prior were dismissed swearing to conclude It is thus reasonable on the issue. presented a play part did not assignments insufficient legally Johnson, 133 v. verdict. Commonwealth See jury’s (1890).8 A. 402 Pa. 19 affirmed. of sentence therefore judgment
The
George GILES, Appellant. E. Pennsylvania. Superior Court 19, 1978. June Submitted Decided June crimes, upon nothing plan there was to commit the substantive predicate guilty conspiracy.”
which to verdict for grant alleges motion Appellant also error in the refusal court’s however, reveals, The record directed on that same bill. verdict request matter did at trial. The a directed verdict Blair, 331 A.2d is therefore waived. Commonwealth *2 Binder, David A. for Reading, appellant. Abramowitch, Reading, appellee. N.
Jay HOFFMAN, JACOBS, CER- President Judge, Before HESTER, PRICE, VAN CONE, der VOORT SPAETH JJ.
PRICE, Judge: Co., Inc., Vernon D. Cox &
On March appellee E. George filed complaint assumpsit against appellant payments that the latter had failed to make alleging Giles $2,500. A board required contract in the amount sum, a subsequent arbitrators awarded appellee verdict to appel- resulted in an identical adverse jury trial denied, new trial were lant. Post-trial motions for a court erred in re- now below contends that to the evidence.1 For the sustain his demurrer fusing to herein, and conse- agree reasons stated we of the court below. reverse order quently *3 in civil suit has the A demurrer to the evidence a by the of all the evidence advanced admitting effect of truth inferenc necessary the and reasonable and party, adverse all McDonald, (1863); 441 es therefrom. McKowen v. (1859); 32 6 Pennsylva Tucker v. Pa. 428 Standard Bitting, in follow nia Viewed this the (I960).2 light, Practice 357-58 Vernon D. was at trial. ing proffered by appellee evidence and in as Vice-President Cox that 1971 he served testified Inc., Co., a Pennsylvania Vernon Treasurer of D. Cox & in real development, involved estate business of During spring work. the appraisal, management and in order to that to appellant Mr. Cox was introduced year, in appellee corpo- to culminate designed initiate negotiations (1) in Appellant 1. the was not accord also contends that: verdict law; (2) below weight the court with of the or the the evidence charge. point refusing grant appellant’s Be- for erred in to one of disposition argument, appellant’s we do of our initial cause of the of these reach merits issues. rarely resorted to in 2. in civil actions is The demurrer to the evidence superseded by having motion for practice, but the all modern been Nevertheless, two compulsory it has held that non-suit. been Smith, procedures practical Stinson v. identical. See are effect 177, Pennsylvania (1938); Practice A. 843 6 Standard 357-58 of of in the Pocono Mountains. a tract land purchase ration’s meetings held throughout Mr. Cox and several 8, 1971, March various matters. On discussing remainder 1972, conversations, Mr. Cox a prior dispatched to pursuant for qualifications letter his firm’s appellant detailing letter, In Mr. quoted price work. that Cox appraisal totalling tracts of land $2,500 appraisal for the two Le land was owned by 320 acres. The approximately subject Club, Pennsylvania corporation Inn and Country Chateau of the located on one buildings which also owned certain this, also in- and was tracts. cognizant Mr. Cox was by was Le Chateau’s appraisal formed that the necessitated value of the land need to establish the fair market Prior to arrangement. of a sale lease-back anticipation appel- Mr. aware that additionally March Cox Chateau, he although lant some with Le had connection was, he realize that at testified that did not board. At no time time, of the Le Chateau’s chairman specif- Mr. appraisal for Cox during negotiations Chateau, position Le ically apprised appellant’s Le Cha- being undertaken appraisal solely letter, subsequent reception teau. A short time Mr. with the proceed Cox to instructed appellant orally correspondence in accordance with latter’s appraisal personal understanding.3 their argues be- Appellant should sustained the demurrer be also alleged as stated in cause dates of the contract of a variance in the complaint during Mr. cross- as testified to Cox the amended complaint Specifically, places contract examination. amended Cox, however, Mr. testified on or March formation about *4 on as follows cross-examination: specifically Appellant] you when it for know Do [Counsel “Q. appraisal] of a contract for occurred? [formation my I think notes show about March 7th. A. March 7th? Q. Yes, sir. A. 15? So it wasn’t March Q. That has 15 is date as the valuation date. March A. nothing as do with the contract such.” to N.T. testified, Nevertheless, subsequently still on cross-exami- Mr. Cox 1972, 8, no between nation, was contract there as of March that perform appraisal. N.T. appellant Mr. Cox’s the bill for the assignment, Following completion in not to Le was sent June agreed upon price No Chateau, payment to appellant personally. but 7, 1973, informed appellant on February forthcoming, rendered to Le services had been Mr. Cox that latter’s that be forwarded di- Chateau, any billing suggested this was to that Mr. Cox testified corporation. rectly being the work was apprised time he had been the first believed appellant and that corporation, performed of Le agent as an Chateau acting solely himself to be for the contracting appraisal. court maintains that the lower erred now
Appellant
demurrer, because the
could not
jury
to sustain his
failing
that he had
presented
personally
conclude from the evidence
We
It is a
appellee.
agree.
entered into a contract with
acting
an individual
as an
basic
law that
tenet
on
is not
liable
personally
for a disclosed
principle
unless the
and a third party
contract between the principle
g.,
E.
Revere
to assume
agrees
liability.
agent specifically
(1968);
Press,
Blumberg,
Inc. v.
416 without who consummates a contract an agent
versely, the of the identity the fact of or either disclosing have liabili- personal to assumed will be considered principle Press, Blumberg, supra; Pennsylvania Inc. Revere v. ty. Clark, v. 433, (1941); 18 807 Restate- 340 A.2d Company the 321, 322 (1958). Instantly, (Second) Agency ment of §§ Le disclosed is whether Chateau pivotal question and Mr. Cox.5 dealings appellant between principle 4 defines a dis- (Second) of Agency The Restatement § of a “If, at the time following in the terms: principal closed thereto by agent, party conducted transaction other of the and acting principal is has notice that is a disclosed identity, principal principal.” principal’s 116, Whitehead, 510, 173 v. 404 Pa. A.2d See Sweitzer explicates that subsequently The Restatement (1961). 119 knowledge a fact when he has actual has notice of person it, it, know has it, given been has reason to know should (Second) Agency Restatement notification of it. § fact be for the trier of to deter- ordinarily While it would existed, to notice disclosure requisite whether mine in the case on the liability present quan- premise individual conjec- would substitute proof appellee tum of adduced Mr. Cox knew of existence proof. ture and surmise for Chateau; it to be he knew that owned the land Le so as required appraisal acquire and that it appraised was associated He also knew refinancing. is on It dealings. the basis prior have facts, Mr. Cox knew or should clear that on these capaci- in a representative that appellant known ty. Whitehead, supra, factually similar
Sweitzer Sweitzer, In Messrs. Whitehead controls this appeal. auction Messrs. Land, defendants, organized by attended an Mele, At plaintiffs. the conclusion Sweitzer Buckwalter, Blumberg, (1968); 407 Bucks v. 431 Pa. A.2d 215 A.2d authority possessed dispute from is no actual There question. negotiate sign Le Chateau the contract Whitehead unsold. Mr. auction, remained equipment certain *6 disposition as to the inquired Mr. Sweitzer approached indicated that he When the latter the unsold equipment. of a card presented Mr. Whitehead to sell the residuary, wished Co.” Equipment name of “Land-Whitehead the bearing of the equip- in disposing was interested indicated that he the During on a commission basis. ment for the plaintiffs introduced as Mr. Whitehead’s discussion, Land was Mr. that the Land- of the defendants revealed Neither partner. of was in fact a Co. Equipment Whitehead respectively. and treasurer president which were they and the equipment An was reached agreement The Equipment equip- Co. to the Land-Whitehead shipped sold, posses- retook plaintiffs ment was never and when the and the remainder sion, missing, equipment some The defendants of- or deteriorated. damaged was badly or missing damaged for either the fered no explanation against then suit both brought The equipment. plaintiffs and Messrs. Land and Co. Equipment Land-Whitehead latter two had that alleging Whitehead individually, contract. The case was tried liable on the become personally verdict against recovered a plaintiffs before and the jury, individual defendants. both the corporate ruled submission of the our court appeal, supreme On erroneous, non judgment issue jury have been entered for the obstante verdicto should properly individual defendants: Whitehead as a by
“Outside of the introduction Land designation Equip- of ‘Land-Whitehead and the partner of the latter as a ‘Co.’, any designation without ment’ as is on this record which could nothing there corporation, dealt with appellees possibly justify assumption rather than as repre- Land as individuals Whitehead and such Equipment sentatives of Land-Whitehead Co. Under of justifying falls short its circumstances the evidence whether reliance in the determine submission to a jury as such rather on the individuals transaction was placed in its entirety A of the evidence reading than the entity. indicates that appellees most favorable to light and in 4(1) the Restate- requirements it falls within the § ‘If, of a transaction at the time (2d), Agency. ment notice the other thereto has agent, party conducted and of the principal princi- acting that the principal’. is a disclosed pal’s identity principal bearing to Sweitzer card was handed When the name knew or should entity the name thereon Sweitzer representa- Whitehead was have known that Land was White- statement that tive The mere capacity. justified no Sweitzer partnership created head’s partner in view of all partnership existence of a assuming Whitehead, supra, Sweitzer the other circumstances.” *7 original). at 118-19 (emphasis at 173 A.2d persuasive more than agency the indicia of are Instantly, the defend- in both instances Although those in Sweitzer. their with relationship delineate specifically ants failed to the same firm, type here not possessed only their Mr. Cox e., Sweitzer, corporation i. that a present information between the de- existed and that some connection existed but that was appraisal corporation, fendants and the corpo- that the requirement aby corporate necessitated being appraised. land which was ration owned the from those such as Dela distinguishable This situation is Granahan, v. Inc. Company, ware Valley Equipment case, 1976). In Mr. Granahan (E.D.Pa. F.Supp. plaintiff purchase of the agent contracted with an failed Mr. Granahan During negotiations, fork-lift truck. for his agent company, as an to disclose that he invoices were quotation Inc. The Masonry, Advance no indication Mr. Granahan signed by personally were addressed at Mr. Grana Invoices relationship. rather than Advance Masonry han’s instance Advance knowl had no important, plaintiff Most Inc.6 Masonry, corporation. of the Conse identity edge of existence when no by plaintiff instituted upon being suit quently, recognize bills were sent We in the instant case weight. point personally, to be of substantial do not believe this but rejected the district court forthcoming, payment status as an that his defendant’s contention on him from personal liability insulated contract. Mr. case, Valley, unlike Delaware Cox present
In the existence, and of purposes, its corporate conscious of the Sweitzer, As in with it. this evidence connection appellant’s of the issue to the jury. did not submission justify is therefore reversed. of the lower court The order HESTER, J. files a statement. dissenting J., JACOBS, SPAETH, did Judge, former President in the consideration or decision of this case. participate HESTER, Judge, dissenting: I
I dissent. would affirm on the respectfully opinion Wesner of the court below. Judge
Superior Court of Sept. Submitted
Decided June