But an agent, even when acting outside the scope of his authority when signing or purportedly agreeing to a contract, does not thereby personally become a party to the contract. See Precision Mech., Inc. v. Empyrean Hospitality, 2007 WL 3011010, at *3 (Conn. Super. Ct. 2007); see also Sullivan v. Mancini, 103 Conn. 110, 112-13, 130 A. 79 (1925) ("[T]he personal liability of one who contracts as agent for a named principal, without sufficient authority, is stated as follows: In such cases the agent is not... bound by the contract, because nobody intended that he should be so bound....'"
Both contentions, however, fail for the reason that, on the evidence, particularly Zaleski's 1964 letter, it would have been impossible for the jury to find that Zaleski did not know that the Bishop was the principal, and that the priests lacked authority to bind the Bishop beyond the sum of $1,000. Accordingly, the priests could not be personally liable, either as agents of an undisclosed principal, 1 Mechem on Agency § 1413 (2d ed. 1914); 2 Williston on Contracts § 288 (3d ed. 1959), or on a theory of a breach of an implied representation of authority, since Eastern could not have relied on a representation it knew to be false, Siller v. Philip, 1928, 107 Conn. 612, 141 A. 872; Sullivan v. Mancini, 1925, 103 Conn. 110, 114, 130 A. 79, 80; 1 Mechem, ante, § 1369. 3.
An agent, even one who acts outside the scope of his authority when making a contract, does not generally become a party to a contract made by his principal. See DeSalle v. Appelberg, 60 Conn. App. 386, 389, 759 A.2d 537, 540 (2000) (citing Sullivan v. Mancini, 103 Conn. 110, 112-13, 130 A. 79 (1925) ("[T]he personal liability of one who contracts as agent for a named principal, without sufficient authority, is stated as follows: In such cases the agent is not ... bound by the contract, because nobody intended that he should be so bound.")); Parcel Mgmt. Auditing & Consulting, Inc. v. Dooney & Bourke, Inc., No. 3:13-CV-00665 JAM, 2015 WL 796851, at *4 (D. Conn. Feb. 25, 2015) ("Regardless of Cerqueira's authority to sign the agreement on behalf of Dooney, he cannot be held liable for breach of contract for a contract that he signed in his official capacity and to which he was not personally a party."). There are some exceptions, though.
So far as appears, Kohn may have honestly believed that the corporation would guarantee the plaintiff against loss, and if he did so believe, the fact that such a guaranty was ultra vires would not taint the assurance with fraud; if he believed that the corporation had the power to give the guaranty, the assurance would not be fraudulent merely because as matter of law it did not have that power. Dwyer v. Redmond, 103 Conn. 237, 242, 130 A. 108. The assurance is not susceptible of a construction that Kohn, in making it, purported to act as agent of the corporation or to have authority to bind it, and the cases of Chieppo v. Chieppo, 88 Conn. 233, 90 A. 940, and Sullivan v. Mancini, 103 Conn. 110, 113, 130 A. 79, relied on by the plaintiff, are not in point. As the assurances given by Kohn were an insufficient basis to sustain an action of fraud, there is no occasion to consider the correctness of the other conclusions reached by the trial court.
In purchasing them the defendant exceeded the scope of his agency for Mr. Hill and the question is, can he be held liable for their reasonable value in this action. We are not here concerned with any remedy the plaintiff might have based upon a representation of agency which did not in fact exist at the time the goods were purchased. Sullivan v. Mancini, 103 Conn. 110, 130 A. 79. The defendant, by conduct beyond the scope of his agency, received goods from the plaintiff which he appropriated to the use of another. In such a situation he may be held liable in quasi-contract for the reasonable value of the goods.
The finding in this case has not been prepared by counsel as carefully or in such detail as is desirable. It does not appear therefrom that any representation was made by the agent other than the implied representation that he had authority to make the guaranty. Sullivan v. Mancini, 103 Conn. 110, 115, 130 A. 79. It does appear that the defendant read over the offer before signing it. No facts are shown to justify his failure to understand and appreciate the limitations upon the agent's authority to execute the written guaranty. We cannot say that the subordinate facts support the court's conclusion that the defendant was induced to sign the offer in reliance upon representations contained in the written guaranty; and, upon the facts set forth in this finding, the defendant is not entitled to a rescission on the ground of fraud.
The eighth claim, that Mary W. Philip incurred liability by reason of her signature on Exhibit A, is likewise disposed of by the foregoing conclusions. Even if the opening clause of Exhibit A could be held to be an assertion of authority on the part of Mrs. Philip, it does not appear that plaintiffs relied upon it to their injury. Sullivan v. Mancini, 103 Conn. 110, 114, 130 A. 79. The ninth and final claim of law is "that the defendant Baurer having conspired and connived with the defendants, Philip, to deprive the plaintiffs of the benefit of their contract, is liable in damages."
(Internal quotation marks omitted.) Sullivan v. Mancini, 103 Conn. 110, 112-13, 130 A. 70 (1925). "[T]he legal basis of the agent's liability in such cases [is stated as follows.] It is ordinarily more consistent with legal principles to hold as between the agent and the other party, that, where the agent has induced action, in reliance upon express or implied representations of authority, the agent and not the other party should assume the risk.
A disclosed principal is, as a rule, liable for the authorized acts of an agent while the agent incurs no liability. See Gateway Co. v. DiNoia, 232 Conn. 223, 240, 654 A.2d 342 (1995); Sullivan v. Mancini, 103 Conn. 110, 112-13, 130 A. 79 (1925); 3 Restatement (Third), Agency § 7.03, p. 151 (2005). Nevertheless, an agent is not always shielded from liability by his status as an agent — there are circumstances in which both the principal and the agent, or the agent only, may be liable.
Second, even if the sole basis of the count as to Paul is premised on agency, Paul does not necessarily prevail as a matter of law. It is true, as a general proposition, that a disclosed principal is liable for the authorized acts of an agent, and the agent incurs no liability. See, generally, Gateway Co. v. DiNoia, 232 Conn. 223, 240 (1995); Sullivan v. Mancini, 103 Conn. 110, 112-13 (1925). This rubric is sensible, because in such circumstances the parties clearly understand that that is the intent of the agreement.