ATLANTIC SALMON A/S v. Curran

Rule of Law:

An agent who enters into a contract on behalf of a principal has a duty to disclose both the fact of the agency and the identity of the principal. Failure to disclose the principal's identity renders the principal partially disclosed, making the agent personally liable on the contract.

Facts:

• Beginning in 1985, the defendant, Curran, began purchasing salmon from plaintiffs, Salmonor A/S and Atlantic Salmon A/S.
• Curran represented himself as an agent for corporate entities named "Boston International Seafood Exchange, Inc." or "Boston Seafood Exchange, Inc."
• Curran used business cards, checks, and advertising bearing these corporate names, signing checks with the designation "Treas."
• In reality, no corporations with these names existed.
• Curran was the sole owner of a separate, legally distinct corporation named "Marketing Designs, Inc.," which had been formed to sell motor vehicles.
• At the time the debts to the plaintiffs were incurred in 1988, Marketing Designs, Inc. had been administratively dissolved.
• Curran never informed Salmonor or Atlantic of the existence of Marketing Designs, Inc., and they were unaware of it until after litigation began.

Procedural Posture:

• Salmonor A/S and Atlantic Salmon A/S (plaintiffs) sued the defendant in Massachusetts Superior Court (trial court) to recover debts.
• Following a jury-waived trial, the Superior Court judge entered a judgment in favor of the defendant.
• The plaintiffs (appellants) appealed the judgment to the Appeals Court of Massachusetts.