Joseph D. Seagram & Sons, Inc. v. Commercial Credit Corp.
Joseph D. Seagram & Sons, Inc. v. Commercial Credit Corp.
Opinion of the Court
Opinion and Order:
HISTORY
Plaintiff Joseph D. Seagram & Sons, Inc. ("Seagrams") distributed alcoholic beverages to defendant Commercial Credit Corporation of American Samoa ("CCCAS") for a number of years, pursuant to an oral agreement that the goods would be paid for within a reasonable time of approximately 30 days. At some point in the relationship CCCAS fell behind in its payments to Seagrams, and in 1993 altogether ceased making such payments. The delinquent balance is $39,483.99.
DISCUSSION
CCCAS and defendant Elizabeth S. Perri ("Perri") assert two defenses: first, that the seller named in the invoice is a different entity than Seagrams; and second that Perri, as an officer of the corporation, cannot be held liable for corporate debts.
1. Seller Named in the Invoice
Although agency law is sometimes a complicated matter, no elaborate explanation is needed in this case. It is textbook agency law that agency exists where a principal has the right to control the conduct of an agent, and the agent has power to affect the legal relations of the principal. Warren A. Seavey, Agency § 3 (West 1977). On this basis, we find that the sellers named in the invoices were agents for Seagrams. Furthermore, it is also textbook agency law that a party who conducts a transaction with an agent is liable to a disclosed
2. Perri’s Liability for CCAS’s Debts
One of the fundamental reasons for forming corporations is to shield stockholders, officers, and directors from personal liability for business
ORDER
Perri is dismissed as a defendant. However, we will enter judgment against CCCAS and in Seagrams' favor in the principal amount of $39,483.99, plus post-judgment interest at the rate of 6% per aiinum from the entry date of judgment.
It is so ordered.
We see no plausible argument that the principal was not disclosed in this case, since the agents' names included the "Seagram" name, and the invoices listed Seagrams as the proper payee.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.