## Facts

- Jeff Rosenberg, Gilbert Rosenberg, and Chris Moore co-owned Seascape Restaurants, Inc., which operated a restaurant known as “The Magic Moment.”
- Van D. Costas, Inc. contracted to perform remodeling work for the restaurant, including construction of a themed or “magical” entrance.
- The written contract was signed by Jeff Rosenberg as “Jeff Rosenberg, The Magic Moment.”
- At the time of contracting, Van D. Costas, Inc. was not told that Seascape Restaurants, Inc. was the principal for whom Jeff was acting and had not heard of the corporation.
- A dispute arose concerning performance and payment for the remodeling work.
- Van D. Costas, Inc. filed suit for breach of contract against Jeff Rosenberg and related defendants seeking recovery for the work.
- After trial, the circuit court entered final judgment for the defendants, finding (among other things) no evidentiary basis to impose liability on Jeff as an agent and rejecting claims that would shift responsibility based on the business’s internal arrangements.
- Van D. Costas, Inc. appealed the adverse judgment to the Florida Second District Court of Appeal.

## Issues

1. Whether Jeff Rosenberg avoided personal liability on the remodeling contract when he signed “Jeff Rosenberg, The Magic Moment” without disclosing that he was acting for Seascape Restaurants, Inc. and without identifying that corporate principal.

## Decision

- Reversed the portion of the final judgment that exonerated Jeff Rosenberg from liability on the contract.
- Remanded for further proceedings consistent with the appellate court’s ruling that Jeff could be held personally liable due to non-disclosure of the principal.

## Legal Principles

- To avoid personal liability on a contract made on a principal’s behalf, an agent must disclose both: (1) that the agent is acting in a representative capacity and (2) the principal’s legal identity.
- The duty to disclose the principal’s identity rests on the agent; the third party has no obligation to investigate who owns or operates a business associated with a trade name.
- Disclosure is not sufficient if it does not include the principal’s name; without clear identification of the principal, the other contracting party may treat the signer as personally bound.
- Use of a trade name (such as the name of a restaurant) is not, by itself, a reliable disclosure of a corporate principal and generally does not shield the signer from personal liability.
- When the agent fails to properly disclose the principal at the time of contracting, the agent may be held personally responsible for the contract’s performance.

## Conclusion

The Second District held that Jeff Rosenberg could not avoid personal liability by signing the remodeling contract under the restaurant’s trade name without identifying Seascape Restaurants, Inc. as his principal, reversed the judgment to the extent it relieved him of liability, and remanded for further proceedings.


Van D. Costas, Inc. v. Rosenberg, 432 So.2d 656 (1983)