## Facts

- James Maurin, Roger Ogden, and Gerald Songy developed shopping centers and pursued a shopping-center project in East Baton Rouge Parish through a feasibility and development phase before the ownership entity was formally created.
- On April 28, 1981, Maurin signed an option to purchase the project land on behalf of a named partnership to be formed after completion of the feasibility study.
- On May 7, 1982, the three individuals and Maurin (as managing partner of the partnership referenced in the option) exercised the option to purchase the property.
- During development, Soil Testing Engineers, Inc. (“STEI”) prepared a proposal for engineering/soil-testing services addressed to “Maurin & Ogden, Developers.”
- On June 22, 1982, the director of construction for Maurin-Ogden, Inc. accepted STEI’s proposal in writing; at that time, the limited partnership that would own the shopping center had not yet formally executed partnership articles.
- On August 24, 1982, the partners formally executed the articles of partnership, creating the limited partnership that later owned the shopping center (later styled The Woodlawn Park Limited Partnership).
- On November 11, 1982, the partnership purchased the property.
- In 1984, the partners first noticed damage they attributed to construction defects and improper soil testing. The present owner, Woodlawn Park, filed suit seeking damages against Doster Construction Company, Inc. (the contractor) and STEI (the testing engineers).
- STEI raised prescription and, within that filing, objected that Woodlawn Park lacked a right to sue because the partnership was not formally in existence when STEI contracted with Maurin-Ogden, Inc.
- Woodlawn Park amended its petition to allege that Maurin-Ogden, Inc. acted as agent for the individual developers and for the partnership that was contemplated and later formed.
- The trial court sustained STEI’s exception of no right of action against Woodlawn Park, allowed time to amend, and Woodlawn Park again amended to add Maurin, Ogden, Songy, and Maurin-Ogden, Inc. as plaintiffs.
- After further pleadings, the trial court dismissed Woodlawn Park’s action for lack of right of action (treating Maurin-Ogden, Inc. as the only proper plaintiff on the STEI contract).
- The court of appeal affirmed on the theory that an undisclosed principal cannot sue in its own name on a contract made by its agent.
- Woodlawn Park sought review in the Louisiana Supreme Court.

## Issues

1. Whether an undisclosed principal has a right of action (a real and actual interest under La. C.C.P. art. 681) to sue a third party on a contract made by the principal’s agent when the principal was not disclosed at the time of contracting.
2. Whether allegations that Maurin-Ogden, Inc. acted as agent for the individual developers and a then-contemplated partnership are sufficient, at the exception stage, to recognize the later-formed partnership’s right of action on the engineering services contract.
3. Whether Louisiana courts may apply common-law agency rules in commercial settings to determine who may sue on a contract for purposes of an exception of no right of action.

## Decision

- The Louisiana Supreme Court reversed the court of appeal judgment that affirmed the trial court’s dismissal of Woodlawn Park’s claims for no right of action.
- The Court held that an undisclosed principal may bring an action in its own name against a party who contracted with the principal’s agent, even though the third party did not know of the principal’s existence when the contract was made.
- The Court approved the use of common-law agency notions in commercial transactions to decide whether the plaintiff has a real and actual interest in enforcing the contract.
- The Court ruled that the lower courts erred by treating the identity of the named contracting party as a complete bar to suit by an alleged principal.
- The case was remanded for further proceedings, including litigation of the merits and any defenses not resolved by the ruling on right of action.

## Legal Principles

- An exception of no right of action tests whether the plaintiff has a real and actual interest in the claim; it is a procedural vehicle directed to the plaintiff’s capacity and interest, not to whether the plaintiff will ultimately prevail on the merits.
- In Louisiana commercial disputes, courts may look to common-law agency doctrine to determine the effects of an agent’s contract on the principal.
- An undisclosed principal may sue and may be sued on a contract made by an authorized agent acting within the scope of authority, even if the principal was not identified to the third party at the time of contracting.
- A later-formed entity may have a right of action when it alleges that pre-formation contracting activity was done through an agent on its behalf and it later became the owner of the project and the party suffering the alleged loss; disputes about authorization and the agency relationship go to the merits and proof, not automatic dismissal for no right of action.

## Conclusion

Woodlawn Park held that a shopping-center owner alleging it was the undisclosed principal behind a soil-testing contract executed by its development company had a real and actual interest to sue the engineers, even though the partnership was formally created after the contract was accepted. The Louisiana Supreme Court reversed dismissal on an exception of no right of action, approved using common-law agency rules in commercial cases, and remanded for further proceedings to resolve the agency relationship and the underlying defect claims.


Woodlawn Park Ltd. P’ship v. Doster Constr. Co., 623 So. 2d 645 (La. 1993)