The Woodlawn Park Limited Partnership v. Doster Construction Co., Inc.

James Maurin, Roger Ogden, and Gerald Songy were partners in a business that developed shopping centers. On April 28, 1981, Maurin executed an option to purchase land for the development of a shopping center. Maurin executed the option on behalf of a named partnership to be formed upon completion of a feasibility study. On May 7, 1982, the three partners, with Maurin also acting as managing partner of the unformed partnership, exercised the option to purchase the property. Soil Testing Engineers, Inc. (the engineers) (defendant) prepared a proposal for engineering services for Maurin & Ogden, Developers. On June 22, the director of construction of Maurin-Ogden, Inc. (the corporation), a corporation used by the partners to perform the feasibility study, accepted the engineering proposal. On August 23, the partners formally formed the partnership, later renaming the partnership the Woodlawn Park Limited Partnership (Woodlawn Park) (plaintiff). In 1984 Woodlawn Park noticed damage to the shopping center that was allegedly attributable to the services provided by the engineers and by the contractor who constructed the shopping center, Doster Construction Company (Doster) (defendant). Woodlawn Park filed suit against Doster and the engineers. The engineers filed an exception of prescription objecting to Woodlawn Park bringing the action because the partnership had not been formed when the engineers contracted with the corporation. Woodlawn Park amended its complaint to allege that the corporation acted as agents for the partners and for the unformed partnership. The engineers filed an exception of no right of action. Woodlawn Park amended the complaint once more to add the partners and the corporation as plaintiffs. The engineers filed a motion to dismiss and exceptions of no right of action against all the plaintiffs except the corporation. The trial court dismissed the action filed by Woodlawn Park. The court of appeals affirmed, holding that an undisclosed principal cannot bring an action in its own name against a party who contracted with the principal’s agent.