## Facts

- Harrisville, Utah residents organized a youth baseball program under a charter issued by Little League Baseball, Inc., using the name “Golden Spike Little League.”
- The local league was never incorporated and had no separate legal existence apart from its members.
- At an organizational meeting, the group agreed that David Anderson would solicit local suppliers for equipment at the best price.
- Anderson contacted Smith & Edwards (a sporting goods dealer) to obtain baseball uniforms and equipment; pricing was favorable because the seller wished to support the project.
- The parties did not clarify who would be responsible for payment or how payment would be made.
- Over the season, various organizers obtained and signed for merchandise from Smith & Edwards, largely while the owner was away.
- Smith & Edwards later discovered that approximately $3,900 in goods had been taken without payment.
- After a fundraiser produced $149 toward the debt, the organizers refused personal responsibility and asserted that only “Golden Spike Little League” owed the remaining balance.
- The charter did not authorize the local organizers to incur debts binding Little League Baseball, Inc., and the national organization did not authorize the purchases.

## Issues

1. Whether individuals who obtain goods on credit in the name of an unincorporated association lacking separate legal existence are personally liable for the resulting contract debt.
2. Whether organizers could avoid personal liability by attributing the obligation to the association or to the national organization when neither was an authorized, legally competent principal for the transaction.

## Decision

- The Utah Supreme Court reversed the trial court.
- The court held the individual defendants personally liable for the unpaid balance.
- The case was remanded for further proceedings consistent with imposing personal liability on the individuals.

## Legal Principles

- An unincorporated association that lacks separate legal existence cannot, without statutory recognition, function as a distinct contracting principal in the manner assumed by the trial court.
- A person who purports to act as an agent for a non-existent or legally incapable principal is personally liable on contracts made in that principal’s name.
- Use of a recognized name and a charter to operate does not, by itself, create authority to bind a separate national organization; absent authorization, liability does not shift to that organization.
- Where a creditor extends credit in reliance on individuals’ conduct and representations, those individuals may not avoid liability by pointing to a debtor that has no legal capacity to bear the obligation.

## Conclusion

Because the local league was an unincorporated association without separate legal capacity and no authorized principal existed to assume the debt, the individuals who procured equipment on credit in the league’s name were personally responsible for the unpaid balance.


Smith & Edwards v. Golden Spike Little League, 577 P.2d 132 (Utah 1978)