Question
I need a well written student case brief including the following: Facts: statement of the facts of the case General Analysis: the legal principles used
I need a well written student case brief including the following:
Facts: statement of the facts of the case
General Analysis: the legal principles used to decide the case, including the Issue/Holding: the primary question/answer of law
Applied Analysis: application of the General Analysis to the Facts, leading to the
Judgment: of the case For the following:
#1. Treadwell v. J.D. Construction Co. 938 A.2d 794 (Me. 2007)
#2. And the screenshot labeled #6 (Mark Bradshaw)
Please do #1 and #2 separately
The screenshots in white are notes to refer to.
References:
#1.
Treadwell v. J.D. Construction Co. 938 A.2d 794 (Me. 2007) In the early 1990s, Jesse Derr created a corporation, JCDER Inc., to operate his construction business. At some point, Derr began referring to the corporation as J.D. Construction Co. Inc., but no corporation by that name was ever created. JCDER Inc. remained the official name for purposes of organization and filing with Maine's Secretary of State. Derr never filed with the Secretary of State a statement of intention to do business under the assumed name J.D. Construction Co. Inc. In 2003, when Leah and William Treadwell decided to build a home, they were referred to Derr. The Treadwells brought their home plans to Derr's office to get a quote and left the plans with an employee, Jane Veinot. They did not meet with Derr but received a quote from him in the mail. Soon after, the Treadwells signed a contract with J.D. Construction, with work to start in May 2003. Derr signed the contract, and his signature appeared on the contract as follows: J.D. Construction Co. Inc. By: Jesse Derr The name JCDER Inc. was nowhere in the contract, and the Treadwells were unaware of the existence of JCDER Inc. when they signed the agreement. None of the documents the Treadwells received from J.D. Construction indicated that the company's real name was JCDER Inc. Mr. Treadwell testified that he spoke with Derr twice at the worksite, just as they were breaking ground. The Treadwells, who visited the site almost daily, never saw Derr again, even though they tried many times to contact him. They spoke to Veinot often, but she would tell them that Derr was at another construction site. Derr had hired subcontractors to do the work on the Treadwells' property. Around Thanks- giving 2003, the Treadwells visited the site and found that Derr had abandoned the job with the house unfinished because the company was not making any money on the job. The Treadwells had paid Derr approximately $91,000 before construction halted. The Treadwells found many problems with the structure, including twisted studs and other lumber that had to be replaced. The Treadwells hired new contractors to fix and finish the project, for which they paid a significant sum. To recover the additional costs, the Treadwells sued J.D. Construction Co., JCDER, and Derr for breach of contract and other grounds. The trial court awarded the Treadwells damages against J.D. Construction Co. and JCDER but found that Derr was not per- sonally liable for the damages. The Treadwells appealed to the Supreme Judicial Court of Maine, asking that Derr also be held liable.Alexander, Judge The Treadwells argue that the trial court should have awarded damages against Derr individually since he signed the contract for a non-existent corporation. In the alternative, they contend that the trial court should have pierced the corporate veil and held Derr responsible because he failed to disclose the existence of JCDER, Inc. The question presented to us is whether, as a matter of law, an individual who signs a contract, purporting to act on behalf of a corporate entity that he knows does not exist, becomes personally liable for damages arising from failure to properly perform under that contract. An agent who makes a contract for an undisclosed principal or a partially disclosed principal will be liable as a party to the contract. In order for an agent to avoid personal liability on a contract negotiated in his principal's behalf, he must disclose not only that he is an agent but also the identity of the principal. The term \"partially disclosed\" principal is synonymous with \"unidenti- fied\" principal. Restatement (Third) of Agency, 1.04 comment b (2006). \"A principal is unidentified if, when an agent and a third party interact, the third party has notice that the agent is acting for a principal but does not have notice of the principal's identity.\" Restatement (Third) of Agency, 1.04(2)(c) (2006). To avoid liabil- ity for the agent, the third party must have actual knowledge of the identity of the principal, and does not have a duty to investigate. In Maine Farmers Exch. v. McGillicuddy, 697 A.2d 1266 (Me. 1996), the son of a potato seller signed a contract with a dis- tributor for a certain grade potato. The father/seller furnished the potatoes, which turned out to be the wrong grade. In an action by the distributor against the father and son, the trial court found them to be jointly and severally liable. They appealed the finding of joint and several liability, arguing that the distributor should have been aware that the son was acting as an agent for his father. We affirmed that finding because the son did not disclose that he was an agent for his father, and the distributor believed he was buying potatoes from the son. In the present case, Derr organized a corporation called JCDER, Inc., which he used to operate his construction business. Both Derr and JCDER, Inc., acted under the assumed name J.D. Construction Co., Inc., Derr signed the contract on behalf of J.D. Construction, hired the subcontractors, and was purported to be the contact-person for the project, although he was not avail- able to the Treadwells. Derr's use of an assumed trade name was not sufficient to disclose his agency relationship with JCDER, Inc. JCDER, Inc., was therefore an unidentified or partially disclosed principal. As a matter of law, Derr is personally liable for perfor- mance of contracts entered into as agent for the non-existent J.D. Construction, Co., Inc., or the undisclosed principal JCDER, Inc. Judgment reversed in favor of the Treadwells. Contracts Made by Subagents The rules governing a principal's liability for an agent's contracts generally apply to contracts made by subagents. If an agent has authorized a subagent to make a certain contract and this authorization is within the authority granted the agent by the principal, the principal is bound to the subagent's contract. Also, a subagent contracting within the authority con- ferred by the principal (the agent) binds the agent in an appropriate case. In addition, both the principal and the agent probably can ratify the contracts of subagents. Contract Liability of the Agent Understand when an agent may be liable on contracts made for the principal. When are agents liable on contracts they make on their principals' behalf? For the most part, this question . - on a different set of variables than those determining the principal's liability. The most important of these vari- ables is the nature of the principal. Thus, this section first examines the liability of agents who contract for several different kinds of principals. Then it discusses two ways that an agent can be bound after contracting for any type of principal. The Nature of the Principal Disclosed Principal A principal is disclosed if a third party knows or has reason to know (1) that the agent is act- ing for a principal and (2) the principal's identity. Unless subject to an agreement otherwise, an agent who represents a disclosed principal is not liable on authorized contracts QI http://www.unidroit.org/english Iconventions/1983agency/agency-convention1983.pdf https://www.law.kuleuven.be/personal/mstorme /PECL2en.html European Union Agency Law Go to the first link, and you will find the \"Unidroit Convention on Agency in the International Sale of Goods (1983).\" The second link has \"The Principles of European Contract Law.\" Chapter 3 covers agent's authority. made for such a principal. Suppose that Adkins, a sales agent for Google, calls on Toyota and presents a business card clearly identifying her as Google's agent. If Adkins contracts to sell Google's advertising space to Toyota with authority to do so, Adkins is not bound because Google is a disclosed principal. This rule usually is consistent with the third party's intention to contract only with the principal. Unidentified Principal A principal is unidentified if the third party (1) knows or has reason to know that the agent is acting for a principal but (2) lacks knowledge or reason to know the principal's identity. This can occur when an agent simply neglects to disclose the principal's identity. Also, a principal may tell the agent to keep secret the principal's identity in order to preserve a stronger bargaining position, such as when a national retailer tries to buy land on which to build a large store. Among the factors affecting anyone's decision to con- tract are the integrity, reliability, and creditworthiness of the other party to the contract. When the principal is unidentified, the third party ordinarily cannot judge these matters. As a result, he usually depends on the agent's Chapter Thirty-Six Third-Party Relations of the Principal and the Agent 36-7 reliability to some degree. For this reason, and to give the third party additional protection, an agent is liable on con- tracts made for an unidentified principal unless the agent and the third party agree otherwise. Undisclosed Principal A principal is undisclosed when the third party lacks knowledge or reason to know both the principal's existence and the principal's identity. This can occur when a principal judges that a better deal is more likely if the principal's existence and identity remain secret or when the agent neglects to make adequate disclosure. A third party who deals with an agent for an undisclosed principal obviously cannot assess the principal's reliabil- ity, integrity, and creditworthiness. Indeed, here the third party reasonably believes that the agent is the other party to the contract. Thus, the third party may hold an agent li- able on contracts made for an undisclosed principal. The undisclosed principal is also a party to the contract. However, an undisclosed principal becomes a party to the contract only when the agent acts on the principal's behalf in making the contract. An undisclosed principal is not a party to the contract when the agent does not intend to act for the principal. The third party may not usually refuse to perform the contract merely because the principal was undisclosed, un- less the contract excluded the possibility of an undisclosed principal. Nonexistent Principal Unless there is an agreement to the contrary, an agent who purports to act for a legally nonexistent principal, such as an unincorporated associa- tion, is personally liable when the agent knows or has reason to know the principal does not exist. Likewise, the agent is liable when the agent knows or has reason to know a prin- cipal has no capacity. This is true even when the third party knows that the principal is nonexistent or lacks capacity. See Chapter 42 for a more detailed discussion of the liability of those who transact on behalf of nonexistent corporations. In the Treadwell case that follows, the court found that an agent acted for an unidentified principal when he disclosed he was transacting for a corporation, but gave the wrong cor- porate name to the third party with whom he transacted. . Mark Bradshaw, an agent for National Foundation Life Insurance Co. (NFLIC), tried to sell a health in- surance policy to Bobby Reed. Bradshaw told Reed that his health insurance coverage would begin upon signing some forms and paying the first premium. On January 7, Reed signed but did not read the forms, which included language stating that Reed understood that Bradshaw could not change any NFLIC policy or make any policy effective, that the policy would not be effective until actually issued by NFLIC, and that it could take up to two weeks for Reed's application to be processed and the policy issued. NFLIC received Reed's application, including his payment for the first premium, on January 12. On January 19, NFLIC called Reed's home and was informed he had a heart attack on January 15. NFLIC declined to issue the policy to Reed. On what grounds did Reed sue Brad- shaw? Was Reed's suit against Bradshaw successfulStep by Step Solution
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