package, with O'Brien authorized to
issue tickets and collect the payment for
reimbursement to Aeroflot. During their
dealings, O'Brien had used business
cards, stationery, a written agreement and
invoices which all identified his business
as Eurowest Tours. As a result of scores
of tickets for which no payment was ever
received, Aeroflot sued O'Brien personally
for over $29,000. In Aeroflot Russian
International Airlines v. O'Brien, 824 F.
Supp. 3 (D.D.C. 1993), the court held that
at the time of contracting with Aeroflot,
O'Brien had failed to disclose the name of
his corporation or that he was acting as its
agent. He was held personally liable.
Bakker had hired a landscaper to
work on his backyard. The name on the
business card he received was "D&A
Landscaping," along with reference
to Andrew Thomas as the landscaper.
Besides the card, Thomas had provided
Bakker with proposals, an estimate,
and a drawing, but none indicated that
D&A Landscaping was an LLC or that
Thomas was an agent for an LLC. When
Bakker sued, the court in Bakker v.
D&A Landscaping Co., 2012 ND 170,
820 N.W.2d 357 (2012), held Thomas
personally liable because he had failed to
disclose the identity of his LLC.
Derr had formed a corporation named
JCDER, Inc., but he began doing business
as "J.D. Construction," sometimes
identifying it as "J.D. Construction Co.,
Inc." Treadwell got a quote by mail and
thereafter signed a contract with J.D.
Construction, which was also signed
by Derr, without indicating his office or
Inc. After Treadwell had paid $91,000
on a $111,000 contract, Derr abandoned
the construction job, and Treadwell sued.
As there was no J.D. Construction Co.,
Inc., Derr was deemed operating with an
assumed tradename, not as the disclosed
agent of JCDER, Inc., and he was held
personally liable. Treadwell v. J.D.
Construction Co., 2007 ME 150, 938 A.2d
794 (2007).
In Odyssey Travel Center, Inc. v. RO
Cruises, Inc., 262 F. Supp. 2d 618 (D.
Md. 2003), RO Cruises, Inc. sought to
avoid liability on the basis that it was a
disclosed agent for another corporation,
ROC, Ltd. Odyssey had relied upon, among
other things, a brochure from RO Cruises
referring to itself as agent for "Royal
Olympic Cruises," which the court held to
be a trade name and not a disclosed entity
principal. The only references to ROC,
Ltd. were in fine print and identified it as a
cruise operator, but never as the principal
for which RO Cruises, Inc. was acting. The
court held that the representation of RO
Cruises, Inc. was agent for what was merely
its trade name, without disclosure of ROC,
Ltd. as the principal, was insufficient to
shield it from liability on the contract
with Odyssey.
pre-contractual disclosures of
your full entity name.
it up however you want for your marketing
use the short version of your entity name
or your desired tradename. But somewhere
on that page, for example if you have
a physical address at the bottom of the
(particularly if you are doing sales via that
website). If you have a form of purchase
order, receipt or stationery, however much
you want to emphasize that name you
are using for marketing, make sure your
entire business name is somewhere on
there, too. Although less problematic, it's
a good idea to have your business cards
also reflect the full entity name.
you sign documents, too.
remember that when your business
contracts with others, you want to show
the full entity name on any promissory
notes and contract documents, and you
also want to show that the person signing
is doing so as a disclosed agent of the
entity, and not personally. So, don't just
sign your name to that service contract
your vendor put in front of you. If it
does not already show your entity is the
contracting party, write in the full name
of your business, sign below that entity
name, and after your signature indicate
you signed as an officer or agent (i.e.,
"its president").
You intend to operate your business
as an entity to minimize or avoid personal
liability. That makes it your responsibility
to make sure those with whom you do
business know that they are transacting
with that entity and not with you using a
fictitious name for a sole proprietorship or
general partnership.