## Facts

- Two Norwegian salmon exporters sold salmon on account to a seafood business in Massachusetts and were left unpaid for 1988 shipments.
- Michael P. Curran dealt with the sellers as a purported representative of “Boston International Seafood Exchange, Inc.” and “Boston Seafood Exchange, Inc.”
- Curran used checks imprinted with “Boston International Seafood Exchange, Inc.” and signed them with a corporate title (“Treas.”); wire transfers and advertising used the same corporate designations.
- Curran provided business cards identifying himself as an officer/employee of “Boston International Seafood Exchange, Inc.”
- No Massachusetts or foreign corporation existed under either “Boston International Seafood Exchange, Inc.” or “Boston Seafood Exchange, Inc.” during the relevant period.
- A different Massachusetts corporation, Marketing Designs, Inc., had been dissolved in 1983; a later filing indicated that the dissolved corporation was doing business under the name “Boston Seafood Exchange” (without “Inc.”).
- Amounts due were $101,759.65 to one seller and $153,788.50 to the other.
- The trial court entered judgment for Curran, reasoning the sellers could have identified the true principal by searching public records.

## Issues

1. Whether a person who contracts while purporting to act for a nonexistent corporation is personally liable on the contracts.
2. Whether, if an “agent” claims to act for some other entity, the agent avoids personal liability when the counterparty could have discovered the claimed principal through public records, despite the agent’s failure to clearly identify it.

## Decision

- The Appeals Court reversed the judgment for Curran and ordered judgment for the sellers.
- Curran was personally liable because he conducted business in the names of nonexistent corporations, making him the contracting party in substance.
- Even if treated as an agent, Curran was personally liable because he failed to fully disclose the identity of any actual principal to the sellers.
- The ability of the sellers to search public records did not relieve Curran of the duty to disclose the principal’s identity.

## Legal Principles

- A person who purports to contract as an agent for a nonexistent principal is personally liable on the contract.
- An agent who acts for an undisclosed or partially disclosed principal is personally liable unless the agent discloses the principal’s identity to the other contracting party.
- The burden of disclosure rests on the agent; the other party has no duty to investigate public records to determine the principal’s identity.
- If the claimed corporate principal was dissolved when the debt was incurred, the absence of a viable principal supports personal liability for the individual who made the contracts.

## Conclusion

The court held Curran personally liable for unpaid salmon sales because he traded under corporate names that did not exist and, in any event, did not clearly disclose any actual principal; public-record availability did not shift the disclosure duty from the contracting “agent” to the sellers.


Atlantic Salmon A/S v. Curran, 32 Mass. App. Ct. 488, 591 N.E.2d 206 (1992)