O'Rorke v. Geary
Pennsylvania Supreme Court
56 A. 541 (1903)
- Written by Daniel Clark, JD
Facts
D. J. Geary (defendant), acting on behalf of a to-be-formed corporation, executed a contract with D. F. O’Rorke (plaintiff) for the construction of a bridge. The contractual language described O’Rorke as the first party and “D. J. Geary for a bridge company to be organized and incorporated” as the second party. The contract did not otherwise mention the corporation. Under the contract, the second party would pay O’Rorke a 75 percent advance of the cost, as estimated by a third party, and pay the remainder upon timely completion of the bridge. The contract had no provision authorizing Geary to substitute the corporation as a party once the corporation was formed, nor did Geary and O’Rorke perform a novation substituting the corporation for Geary. When O’Rorke sought payment under the contract from Geary, Geary maintained that the corporation, not he himself, was liable to O’Rorke. O’Rorke sued Geary in his individual capacity for payment due under the contract. The trial court held that Geary was personally liable to O’Rorke. Geary appealed.
Rule of Law
Issue
Holding and Reasoning (McClung, J.)
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