G. W. Andersen Construction Co. v. Mars Sales

Plaintiff construction company sued defendants after breach and repudiation of a contract by defendants. We consider the personal liability of an agent who failed to disclose the true name and corporate status of his principal. We also consider the effects of defendants’ breach and repudiation together with later discovered obstacles to plaintiff’s performance.

Plaintiff and appellant, G. W. Andersen Construction Company, is a California corporation and licensed general contractor. Jack Tickner, vice president, represented plaintiff in these transactions. Defendants are Mars Sales Company, a California corporation (Mars), Martin Smilo and Juliette Smilo. (Smilo will refer to Martin Smilo, unless otherwise indicated.) The Smilos are husband and wife, and the only officers and owners of Mars.

Between March 1 and April 9, 1982, plans for a building were drawn up and paid for. On Friday, June 18, 1982, after over two months of discussion, Smilo signed a $435,148 contract for plaintiff to construct the building, and gave plaintiff a $10,000 check as a down payment. By that evening, the Smilos had changed their mind. On Monday, June 21, 1982, Mrs. Smilo phoned to tell Tickner…