Wilson v. Melrath Supply & Gasket Co.
Wilson v. Melrath Supply & Gasket Co.
Opinion of the Court
This matter presents a motion to dismiss.
This action is for breach of contract against Melrath Supply & Gasket Co., Inc., and Earle B. Melrath. The motion to dismiss is on behalf of Earle B. Melrath and is based upon the contention that he cannot be deemed to have executed the written contract in question in his individual capacity, but merely as an officer of the defendant corporation. The contract is signed as follows:
“ Earl B. Melrath President Melrath Supply & Gasket Co. Inc. and
Richard H. Melrath Secretary Melrath Supply & Gasket Co. Inc. for the Party of the First Part and
W. R. Wilson_ for the Party of the Second Part”
While it is true that normally the signature of an agent for a disclosed principal will not bind him in his individual capacity, the ultimate question is one of intention, and the entire agreement must be consulted to determine this. In the present case the opening paragraph of the contract reads as follows:
“Entered into * * * between Earle B. Melrath, his heirs and assigns; The Melrath Supply & Gasket Company, Inc., * * * of which company Earle B. Melrath is accredited authority by virtue of his being the President and principal owner; hereinafter the above mentioned are jointly and severally known and mentioned as the Party of the First Part: and William R. Wilson * '* * as Party of the Second Part.”
In view of the fact that this paragraph specifically states that the contract is entered into between Earle B. Melrath
Accordingly, it is clear that the individual defendant is not entitled to a dismissal of the action as to him as a matter of law because of the form in which his signature was affixed to the contract.
The motion to dismiss is denied.
Reference
- Full Case Name
- WILSON v. MELRATH SUPPLY & GASKET CO., Inc.
- Status
- Published