Broom v. Marshall

Gardner, Judge,

dissenting:

I find myself in very strong disagreement with my friends of the majority, both as to their findings of fact and conclusions of the applicable law in this case.

Colonel Rogers, Mr. Marshall and Mr. Taylor were secret partners (C.A.G. Investments) who held themselves out to the public as owners of a real corporation, Columbia Architectural Group, Inc. and C.A.G. Investments, Inc., a fictitious corporation. No city license or county license has been issued to the secret partnership, C.A.G. Investments, nor is there anything of record indicating public knowledge of the existence of the alleged partnership.

It was only after the institution of this lawsuit that Colonel Rogers, et al., sought to avoid liability by hiding behind the veil of a legal entity in the form of a partnership, which has no address, phone number of its own, license to do business, or property, real or personal, and which, it is claimed, was dissolved before institution of this suit. A careful review of the record will reveal this now dissolved partnership, formerly a secret one, to be a tool for evasion of liability found and established by jury verdict, which was sustained by a learned trial judge, who saw and heard the witnesses.

*538The majority opinion contains some quotes from the record which, I submit, are out of context. The reader is asked to be aware that Mr. Broom has a layman’s understanding of the meaning of the word “partners,” i.e., associates; my friends of the majority opinion adhere to a lawyer’s concept of the word and would charge Mr. Broom with all the legal implications of partnership law; this in spite of the fact that the record establishes that Mr. Broom did not know that he was not dealing with a corporation until shortly before the trial.

The majority opinion is based upon the trial judge’s failure to direct a verdict for the defendants and his failure to grant judgment n.o.v. The trial judge was controlled by the rule of law that the evidence on motions for a directed verdict and judgment n.o.v. must be construed in a light most favorable to the party against whom the motions are directed; if there is any testimony tending to prove the allegations of the complaint, such motions must be refused. Melton v. Williams, 281 S. C. 182, 314 S. E. (2d) 612 (S. C. App. 1984).

On appeal we can reverse a verdict of a jury only if there is no evidentiary support for the verdict. Causey v. Blanton, 281 S. C. 163, 314 S. E. (2d) 346 (S. C. App. 1984).

I submit that the overwhelming weight of evidence supported the trial judge’s denial of the motions for directed verdict and judgment n.o.v. I further submit that the evidence of record on appeal more than abundantly supports the verdict of the jury.

The majority opinion finds as a matter of fact that, “The evidence at trial, therefore, proved an obligation by a partnership to construct a home in a good and workmanlike manner.” This finding of fact, which is contrary to what the jury found, is, in the opinion of the writer of this dissenting opinion, unsupported by the evidence. Nowhere in the record is there testimony to the effect that Colonel Rogers disclosed at the time of signing the contract to Mr. Broom that he signed a contract as a partner in C.A.G. Investments, a partnership. Even if the testimony is construed to support this alleged proposition, the vast preponderance of the evidence establishes that Mr. Broom believed he was entering into a contract with either Columbia Architectural Group, Inc. or its supposed affiliate C.A.G. Investments, Inc. The contract was written on a form of C.A.G. Investments, Inc. This contract' *539listed Colonel Rogers as the architect and the record is bare of evidence indicating that, at the time the contract was entered into, Colonel Rogers disclosed the fact that he would later contend that he was acting as a member of a partnership. To the contrary, Mr. Broom testified that he discovered only a few weeks before trial that C.A.G. Investments was not incorporated; the truth of this testimony is established by the payment of the contract indebtedness to Columbia Architectural Group, Inc., and correspondence dated after completion of the house.

A brief review of the evidence of record is needed. The defendants Marshall, Rogers and Taylor are the co-owners of Columbia Architectural Group, Inc. Mr. Broom employed Columbia Architectural Group, Inc. to draw the plans for the house, which is the subject of this lawsuit. While drawing the plans, Mr. Taylor told Mr. Broom that they (the owners of Columbia Architectural Group, Inc.) were also in the building business.1 Mr. Taylor then introduced Mr. Broom to Colonel Rogers. Colonel Rogers prepared a written contract on a form of a nonexistent corporation, ie., C.A.G. Investments, Inc.; this form reflects the same phone number and post office address as that of Columbia Architectural Group, Inc. Mr. Broom obviously believed, with good cause, that Columbia Architectural Group, Inc. and C.A.G. Investments, Inc. were one and the same.

As late as October 18, 1977, Colonel Rogers wrote a letter on Columbia Architectural Group, Inc. stationery to Mr. Broom concerning Broom’s complaints about the house. All of the correspondence during the construction and after the construction of the house from Broom to Colonel Rogers was addressed to C.A.G. Investments, Inc. On the third day of May 1978, nearly a year after Broom entered into a contract with C.A.G. Investments, Inc., Mr. Broom filed a complaint with the South Carolina Residential Home Builders Commission against C.A.G. Investments, Inc.2

*540Mr. Broom testified that he discovered only a few weeks before trial that C.A.G. Investments, Inc., was not incorporated but was in fact a partnership. There is testimony of Mr. Broom that Marshall, Rogers and Taylor were partners; but the use of the word “partners” by Mr. Broom is obviously, when taken in the context of the record, a layman’s way of saying that they were associates or co-owners of the corporations.

The writer has reviewed the above evidence of record simply for the purpose of showing that the overwhelming evidence of record establishes there was never a disclosure to Mr. Broom by Colonel Rogers that he, Colonel Rogers, was signing the building contract as a member of a partnership, as he now contends. The record totally negates disclosure to Mr. Broom of the alleged partnership. To the contrary, the record shows that, without doubt, Mr. Broom felt, with good cause, that he was dealing with either Columbia Architectural Group, Inc. or C.A.G. Investments, Inc. and that the appellants (defendants) were co-owners (or partners in lay language) of the corporations.

From the above facts this court is, in my opinion, obliged to hold that Colonel Rogers is individually liable on the contract he signed. “An agent ... if he contracts as agent for an undisclosed principal, will be personally liable unless there is a mutual intention of the parties to the contrary. ” 3 C.J.S., Agency § 369, (1973). One who assumes to act as agent for a nonexistent principal or one having no legal status renders himself individually liable in contracts so made. Don Swann Sales Corp. v. Echols, 160 Ga. App. 539, 287 S. E. (2d) 577 (1981); Bulova Watch Co. v. Roberts Jewelers of Rock Hill, Inc., 240 S. C. 280, 125 S. E. (2d) 643 (1962).

Additionally, I submit, this court should hold that Rogers is not only liable individually but also, that, by his conduct, Rogers bound his co-defendants Marshall and Taylor, who, after the institution of this action, disclosed themselves to be his partners.

Section 33-41-350, South Carolina Code of Laws, 1976, is as follows:

When, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or *541injury is cause to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.

Section 33-41-370(1) South Carolina Code of Laws, 1976, is as follows:

All partners are liable: (1) Jointly and severally for everything chargeable to the partnership under §§ 33-41-350 and 33-41-360. (Emphasis ours.)

A breach of contract is considered a “wrongful act” in contract law. Matter of Chiappinelli-Marx, Inc., 32 Misc. (2d) 621, 223 N.Y.S. (2d) 943 (1961). Additionally, the quoted misrepresentations by Colonel Rogers are obviously wrongful acts.

Thus, I submit, Colonel Rogers bound his newly disclosed partners by his wrongful acts which injured Mr. Broom.

The writer of this opinion is deeply concerned that Mr. Broom invested his life savings in the subject house. The jury found that he had suffered $30,000 damages. Whether Mr. Broom dealt with a partnership is the very issue made by the pleadings, submitted to the jury and resolved by the jury in favor of Mr. Broom. I would not divest the jury of their prerogative in deciding this issue of fact.

I would affirm.

As the house was being constructed, Mr. Broom and his lending institution made all checks payable to Columbia Architectural Group, Inc. (originally a defendant in this case). These checks, amounting to fifty odd thousands of dollars, were accepted by Colonel Rogers.

Prom an affidavit attached to this complaint, the majority opinion draws strained conclusions. In the affidavit, Mr. Broom uses the word “partners,” clearly meaning associates. He filed the complaint against C.A.G. Investment, Inc. and in the attached affidavit referred to the supposed owners of the corporation as partners.