## Facts

- Alaska Valuation Service, Inc. (AVS) provided real-estate appraisal services to Arthur Jensen for several years.
- In July 1979, Jensen telephoned AVS and ordered appraisals for five single-family homes to be prepared from plans and blueprints.
- AVS recorded the order as for “Art Jensen” and invoiced “Art Jensen, Jensen Builders” at an Anchorage post office box; AVS’s records did not reflect “Arthur Jensen, Inc.” at that time.
- Arthur Jensen, Inc., an Alaska construction corporation formed in 1972, later became insolvent in 1980; Jensen was its owner and president.
- AVS completed the appraisals, but the invoices were not paid.
- AVS sued Jensen personally in small claims court for $823; Jensen conceded the debt amount but denied personal liability, claiming the corporation was the obligor.
- AVS’s president testified he believed Jensen was a sole proprietor and did not learn of any corporate status until later in 1979.
- Jensen introduced pre–July 1979 checks drawn on the corporate account and argued that paying with corporate checks gave AVS notice he acted only as a corporate agent.

## Issues

1. Whether the use of corporate checks alone is sufficient, as a matter of law, to notify a creditor that it is dealing with a corporation rather than an individual agent.
2. Whether, on this record, the trier of fact clearly erred in finding that AVS lacked sufficient notice of the corporation at the time the appraisal contract was formed, making Jensen personally liable.

## Decision

- The Alaska Supreme Court affirmed the judgment holding Jensen personally liable for the unpaid appraisal fees.
- The court held that whether corporate checks provide sufficient notice of a corporate principal is ultimately a question of fact.
- The court concluded the trial court reasonably found AVS did not have adequate notice of the corporation when the appraisal services were ordered.
- Materials received by AVS after contract formation could not establish notice retroactively for purposes of fixing personal versus corporate liability.

## Legal Principles

- An agent avoids personal liability on a contract only if the agent sufficiently discloses the existence of the principal (and agency capacity) to the other contracting party at the time of contracting.
- The adequacy of disclosure of corporate status is generally a fact-specific determination.
- Payment by corporate check is relevant evidence of disclosure, but it is not dispositive and does not automatically provide notice as a matter of law.
- Appellate review defers to the trial court’s factual findings when supported by evidence, including credibility determinations and inferences from the parties’ course of dealing.

## Conclusion

The court upheld personal liability because the trial court permissibly found that AVS contracted with Jensen without sufficient notice that he was acting for a corporation, and corporate checks alone did not compel a contrary result.


Jensen v. Alaska Valuation Serv., Inc., 688 P.2d 161 (Alaska 1984)