Oshkosh B'Gosh, Inc. v. Dan Marbel, Inc.

Egormite Ltd. was incorporated as a registered limited-company in 1979. On April 6, 1980, Egormite resolved to change its name to Dan Marbel, Inc. (Marbel) (defendant). The company registrar was promptly notified of the name change, but a certificate of incorporation in Marbel’s name was not issued until June 15, 1985. Egormite’s name change to Marbel was not legally complete until the issuance of Marbel’s certificate. In the interim, Marbel did not exist as a company. Between February 1984 and February 1985, Oshkosh B’Gosh, Inc. (Oshkosh) (plaintiff) sold goods to an entity that used the Marbel name but Egormite’s old registration number on its order forms. The entity going by the name Marbel did not indicate that Egormite existed or that Marbel was Egormite’s trade name. Edward Craze (defendant) controlled Egormite during this period; Craze also was Marbel’s main contact with Oshkosh. Oshkosh ultimately sued Marbel and Craze, seeking payment of more than $190,000 for the goods Oshkosh supplied. The lower court issued default judgments against Marbel and Craze. Craze argued that he was not personally liable under (1) § 108(4) of the Companies Act because he did not sign the relevant order forms for the goods or (2) § 9 of the European Communities Act of 1972 (ECA) because he did not purport to act for Marbel but rather acted as Marbel’s agent. The lower court denied Craze’s motion to set aside the default judgment against Craze. Craze appealed.