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VERNON D. COX & CO. v. GEORGE E. GILES (06/29/79)

decided: June 29, 1979.


No. 2454 October Term, 1977, Appeal from the Order in the Court of Common Pleas of Berks County, Civil Action -- Law, No. 1 April Term, 1974.


David A. Binder, Reading, for appellant.

Jay N. Abramowitch, Reading, for appellee.

Jacobs, President Judge, and Hoffman, Cercone, Price, Van der Voort Spaeth and Hester, JJ. Hester, J. files a dissenting statement. Jacobs, former President Judge, and Spaeth, J., did not participate in the consideration or decision of this case.

Author: Price

[ 267 Pa. Super. Page 413]

On March 4, 1974, appellee Vernon D. Cox & Co., Inc., filed a complaint in assumpsit against appellant George E. Giles alleging that the latter had failed to make payments required by contract in the amount of $2,500. A board of arbitrators awarded appellee that sum, and a subsequent jury trial resulted in an identical verdict adverse to appellant. Post-trial motions for a new trial were denied, and appellant now contends that the court below erred in refusing to sustain his demurrer to the evidence.*fn1 For the reasons stated herein, we agree with appellant and consequently reverse the order of the court below.

A demurrer to the evidence in a civil suit has the effect of admitting the truth of all the evidence advanced by the adverse party, and all reasonable and necessary inferences therefrom. McKowen v. McDonald, 43 Pa. 441 (1863); Tucker v. Bitting, 32 Pa. 428 (1859); 6 Standard Pennsylvania Practice 357-58 (1960).*fn2 Viewed in this light, the following evidence was proffered by appellee at trial. Vernon D. Cox testified that in 1971 he served as Vice-President and Treasurer of Vernon D. Cox & Co., Inc., a Pennsylvania business corporation involved in real estate development, appraisal, and management work. During the spring of that year, Mr. Cox was introduced to appellant in order to initiate negotiations designed to culminate in appellee corporation's

[ 267 Pa. Super. Page 414]

    purchase of a tract of land in the Pocono Mountains. Mr. Cox and appellant held several meetings throughout the remainder of 1971, discussing various matters. On March 8, 1972, pursuant to prior conversations, Mr. Cox dispatched a letter to appellant detailing his firm's qualifications for appraisal work. In that letter, Mr. Cox quoted a price of $2,500 for the appraisal of two tracts of land totaling approximately 320 acres. The subject land was owned by Le Chateau Inn and Country Club, a Pennsylvania corporation which also owned certain buildings located on one of the tracts. Mr. Cox was cognizant of this, and was also informed that the appraisal was necessitated by Le Chateau's need to establish the fair market value of the land in anticipation of a sale and lease-back arrangement. Prior to March 8, 1972, Mr. Cox was additionally aware that appellant had some connection with Le Chateau, although he testified that he did not realize that appellant was, at the time, Le Chateau's chairman of the board. At no time during the negotiations for the appraisal was Mr. Cox specifically apprised of appellant's position with Le Chateau, or that the appraisal was being undertaken solely for Le Chateau. A short time subsequent to reception of the letter, appellant orally instructed Mr. Cox to proceed with the appraisal in accordance with the latter's correspondence and their personal understanding.*fn3

[ 267 Pa. Super. Page 415]

Following completion of the assignment, the bill for the agreed upon price was sent in June of 1972, not to Le Chateau, but to appellant personally. No payment was forthcoming, and on February 7, 1973, appellant informed Mr. Cox that the latter's services had been rendered to Le Chateau, and suggested that any billing be forwarded directly to that corporation. Mr. Cox testified that this was the first time he had been apprised that the work was being performed for a corporation, and that appellant believed himself to be acting solely as an agent of Le Chateau in contracting for the appraisal.

Appellant now maintains that the lower court erred in failing to sustain his demurrer, because the jury could not conclude from the evidence presented that he had personally entered into a contract with appellee. We agree. It is a basic tenet of agency law that an individual acting as an agent for a disclosed principle is not personally liable on a contract between the principle and a third party unless the agent specifically agrees to assume liability. E. g., Revere Press, Inc. v. Blumberg, 431 Pa. 370, 246 A.2d 407 (1968); Geyer v. Huntingdon County Agricultural ...

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