The trial court filed written reasons for judgment, in pertinent part, stating: The Court reviewed the case of Prevost v. Gomez, 251 So.2d 470 (La.App. 1 Cir. 1971). In that case the trial court dismissed one of the defendants because, "It was admitted by the plaintiff during the course of the trial that he never had any dealings whatsoever with the other defendant, J. W. Bryant, Sr. and, in fact, does not even know him."
LSA-C.C. Articles 3012, 3013. See Prevost v. Gomez, 251 So.2d 470 (La.App., 1 Cir. 1971) and McKay v. Vesley, 163 So.2d 121 (La.App., 3 Cir. 1964). We find defendant failed to prove plaintiff had notice that Ramey Well Service was incorporated; that the name of Ramey Well Service, Inc., was used at any time by defendant or plaintiff; or that plaintiff had reason to suspect that the purchases were made for and on behalf of the corporation.
Rather, the courts of this state, relying on former La. C.C. arts. 3012 and 3013 and applying common law principles of agency, held agents personally liable for debts they incurred if they failed to disclose their agency status and their principal's identity. Frank's Door & Building Supply, Inc., 459 So.2d at 1275–1276;J.T. Doiron, Inc., 385 So.2d at 452;Prevost v. Gomez, 251 So.2d 470, 473 (La.App. 1st Cir.1971); Chartres Corporation v. Twilbeck, 305 So.2d 730, 732 (La.App. 4th Cir.1974); Three Rivers Hardwood Lumber Co. v. Gibson, 181 So. 607, 609 (La.App. 2nd Cir.1938). Former La. C.C. art. 3012 provided: “The mandatary, who has communicated his authority to a person with whom he contracts in that capacity, is not answerable to the latter for anything done beyond it, unless he has entered into a personal guarantee.
We also do not feel that the isolated references to the corporate status of Double-H Construction, Inc. in the documents presented give rise to facts and circumstances which demonstrate affirmatively that plaintiff was aware of the agency relationship. See Prevost v. Gomez, 251 So.2d 470 (La.App. 1st Cir. 1971). Therefore, we conclude that Heine failed to disclose his agency relationship and is individually liable for the debts incurred.
Nor do we feel that the isolated references to the corporate status of New Creations Enterprises in the document presented give rise to facts and circumstances which demonstrate affirmatively that plaintiff was aware of the agency relationship. See Prevost v. Gomez, 251 So.2d 470 (La.App. 1st Cir. 1971). Therefore, we conclude that Stafford and Smith are individually liable for the debts that were incurred.
However, express notice of the agent's status and the principal's identity is unnecessary, if acts and circumstances surrounding the transaction, combined with general knowledge that persons in that type of business are usually acting as agents, demonstrate affirmatively that the third person should be charged with notice of the relationship. J. T. Doiron, Inc. v. Lundin, supra; Prevost v. Gomez, 251 So.2d 470 (La.App. 1st Cir. 1971); Williams v. O'Bryan, 257 So.2d 174 (La.App. 3rd Cir. 1972). The circumstances in the instant case considered, we cannot conclude that plaintiff can be charged with knowledge of the corporate change.
In such cases, the burden of proof is placed on one claiming the agent relationship. Regency Elec., Inc. v. Verges, 360 So.2d 252 (La.App. 4th Cir. 1978); Pat's Furniture v. Furniture Warehouse, Etc., 392 So.2d 145 (La.App. 1st Cir. 1980), application not considered 397 So.2d 803 (La. 1981); Prevost v. Gomez, 251 So.2d 470 (La.App. 1st Cir. 1971). Further, an agent has the duty to disclose his capacity if he is to escape personal liability for his acts, and bears the burden of proving such disclosure and the identity of the principal.
Moreover, the agent has the burden of proving that he disclosed his representative capacity and the identity of his principal. Articles 3012 and 3013, Civil Code; Prevost v. Gomez, 251 So.2d 470 (La.App. 1st Cir. 1971); Eastin v. Ramey, 257 So.2d 717 (La.App. 3rd Cir. 1972); Chartres Corporation v. Twilbeck, 305 So.2d 730 (La.App. 4th Cir. 1974). In this case, it is clear that defendants did not make the necessary disclosures.
Louisiana law has long provided that an agent who fails to disclose his status and his principal's identity becomes personally liable for debts incurred at his behest, even if the work is done for the benefit of his principal. LSA-C.C. arts. 3012, 3013; Chartres Corporation v. Twilbeck, 305 So.2d 730 (La.App. 4th Cir. 1974); Prevost v. Gomez, 251 So.2d 470 (La.App. 1st Cir. 1971); Bush v. Saucier, 197 So.2d 907 (La.App. 1st Cir. 1967); Three Rivers Hardwood Lumber Co. v. Gibson, 181 So. 607 (La.App. 2nd Cir. 1938); Bedford, Breedlove Robeson v. Jacobs, 4 Mart.N.S. 528, 8 Mart.O.S. 267 (1826). The general rule gleaned from the above authorities places an affirmative duty on the agent to tell those with whom he is dealing that he is an agent acting for a certain principal.
The rule is well established that it is the agent's duty to disclose his capacity as agent of a corporation if he is to escape personal liability for contracts made by him. Prevost v. Gomez, 251 So.2d 470 (La.App. 1st Cir. 1971). Also well established is the rule that the agent bears the burden of proof of showing that he was purchasing in his corporate, not individual, capacity.