Atlantic Salmon A/S v. Curran

591 N.E.2d 206 (1992)

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Nature of the Case

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Facts

Curran (D) began doing business with Atlantic (P) in 1987. D dealt with P as Boston International Seafood Exchange, Inc. The salmon purchased by D was sold to other wholesalers. The personal checks from D to P were imprinted with the corporation name and D signed as treasurer. Wire transfers were made in a corporate name and D gave P business cards, which listed him as the marketing director of the corporation. D also placed advertising under the corporate name. The corporation did not exist. Eventually, in 1977, D did file corporation papers for Marketing Designs, Inc. but it was dissolved in 1983. In 1987, a certificate was filed with the city clerk that declared Marketing Designs, Inc. was DBA Boston Seafood Exchange. P is owed money for salmon it sold to the wholesale seafood businesses of D. Marketing Designs, Inc. was dissolved at the time the debt was incurred, but advertising was placed under the corporate name and D still handed out his business cards. D never informed P of the existence of Marketing Designs, Inc. P learned after this litigation was started. Marketing Designs, Inc. was revived 30 days after this litigation commenced. D argues that he was acting as an agent for Marketing Designs, Inc. when he incurred the debt, and he contends that it does not matter that the Boston corporations do not exist because P was aware it was conducting business with a corporation. The judge agreed with D.