## Facts

- A contractor (O’Rorke) agreed to build a bridge under a written contract dated June 19, 1901.
- The agreement identified the second party as “D. J. Geary for a bridge company to be organized and incorporated.”
- The contract set a schedule for progress estimates and required the second party to pay 75% of an estimate and to make continuing payments, with the balance due on completion.
- The writing recited that the parties set their “hands and seals,” but the signatures were not accompanied by an actual seal or scroll.
- O’Rorke performed work and sought payment; Geary asserted he acted only for a corporation to be formed and was not personally responsible.
- The contract contained no clause providing that Geary would be released upon incorporation, and there was no later agreement substituting a corporation for Geary.

## Issues

1. Whether a person who signs a contract as “for a bridge company to be organized and incorporated” is personally bound when no corporation yet exists and the contract does not clearly make the future corporation the obligor.
2. Whether Geary’s affidavit of defense, asserting only that he acted for a to-be-formed corporation, stated a legally sufficient defense to personal liability.

## Decision

- The Supreme Court of Pennsylvania affirmed judgment for O’Rorke.
- The court held Geary personally liable on the contract.
- The court upheld entry of judgment for want of a sufficient affidavit of defense because the written contract, properly construed, imposed liability on Geary.

## Legal Principles

- For unsealed instruments, whether a signatory is personally bound is determined principally by the intent shown in the writing, rather than formal rules applicable to sealed instruments.
- A promoter who enters a pre-incorporation contract in his own name is personally liable unless the contract clearly provides that only the future corporation will be bound or the parties later execute a novation releasing the promoter.
- Later incorporation or anticipated corporate adoption does not, by itself, discharge the promoter from contractual liability.

## Conclusion

The court treated the agreement as an unsealed contract and construed its language to bind Geary as the named second party; because the contract did not clearly shift liability to a non-existent corporation and no novation occurred, Geary remained personally liable and his affidavit of defense was insufficient.


O’Rorke v. Geary, 207 Pa. 240, 56 A. 541 (Pa. 1903)