Agent liability for contract with undisclosed principal

On Mar 19, 7:30 am, "Guv Bob" <brotherd...@YEOOOOOOOWWWbigfoot.com> wrote:
> Corp A is a sales organization for Corp B.  Different name, different corp
> number, officers, phone., etc.  Corp A owes us $1950.

This is a classic "undisclosed principal" situation.  The fact that A was (maybe) acting as agent for B in buying stuff from you should not affect your rights against A if A never disclosed to you that they were merely acting as  agent for B and not on their own account.

Actually, you probably can sue either A _or_ B in this situation.

> Corp B just filed for Chpt 11 and we received Form B9F.  Our business is not
> with Corp B.  Turns out that the manager of Corp A forwarded our invoices to
> Corp B, with which we never had any agreements.

One question you don't answer is whether the GOODS, not just the invoices, were passed on to B.  If A was buying e.g. office supplies, etc. from you for their own use in accomplishing their job as sales agent for B, e.g. order pads or pencils or whatever, they would be liable to you even if they _did_ disclose that they were a sales agent for B.

But if A was procuring things from you that they then passed on to B, along with the invoices, _and_ if you knew that's what they were doing, then only B has any liability to you even if all your contracts were directly with A and B never signed anything with you.

> Can we take Corp A to small claims or do we have to go to the creditors
> meeting for Corp B.

Um, you could do both?   Why not, unless it is a serious inconvenience?

I suggest you get real, paid legal advice from your company lawyer (if you don't have one, this is a good time to begin forming a relationship with one) before you make a decision to forego attending the creditors' meeting.

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Mike Jacobs
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