978-1285770178 Case Printout Case CPC-09-07

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Ohio App. 11 Dist.,2012.

CHECK OHIO SUPREME COURT RULES FOR REPORTING OF OPINIONS AND WEIGHT OF LEGAL AU-

trial court and remand the matter for further proceedings.

{¶ 2} Appellee–Todd A. Hall is the managing member and authorized representative of “House Medic Handy-

man Service,” the registered fictitious name of Hall Hauling, Ltd., an Ohio LLC. On June 12, 2007, the Huskins

entered into a written construction contract for home remodeling. The letterhead of the contract reads “House Medic

Handyman Service.” Moreover, a provision in the contract captioned “Notice of Buyer’s Rights” provides:

{¶ 3} “You, the buyer, may cancel this transaction at any time prior to midnight of the third business day after

the date of this transaction. See the notice of cancellation form provided by your House Medic representative for an

explanation of this right.”

{¶ 4} The contract further indicated that offers contained therein “MAY BE WITHDRAWN BY HOUSE

{¶ 6} The Huskins accepted the proposals set forth in the contract and the home improvement project com-

menced. The Huskins made several payments under the contract but, due to disagreements regarding the quality of

the work being performed, they refused to pay the final balance. As a result, Hall Hauling, Ltd., filed a mechanic’s

lien against the Huskins’ property.

{¶ 7} In December 2010, the Huskins filed a complaint in the Trumbull County Court of Common Pleas alleg-

that he is acting as an agent of House Medic Handyman Service. The motion only challenged Hall’s liability, how-

ever, and did not address the potential liability of Hall Hauling, Ltd. vis-à-vis the Huskins’ allegations.

{¶ 9} In their response memorandum, the Huskins alleged Appellee–Todd A. Hall failed to disclose the corpo-

ration of which he was an agent and the contract, on its face, failed to establish he was acting in a representative

capacity as an authorized signatory. In support, Appellant–Deborah Huskin averred Hall at no time indicated he was

this contract, the Court finds that the disagreement between the parties as to whether or not Mr. Hall ever told the

Huskins that he represented House Medic Handyman Service is immaterial to this Court’s conclusion because it is

clear by viewing the proposal itself that it came from House Medic Handyman Service. There is no reason why an

individual would sign as the “authorized signature” on behalf of themselves [sic]. Rather, the Court agrees with the

Defendant that the signature of Mr. Hall was authorized by and on behalf of House Medic Handyman Service, the

fictitious name registered by Hall Hauling, Ltd., which is also the name at the top of the proposal in the large, bold

lettering. Furthermore, under the plain terms of the proposal, the power to rescind the proposal did not lie with Mr.

Hall, but with House Medic Handyman Service. It is clear that this was [a] contract with House Medic Handyman

Service, not Mr. Hall.

{¶ 12} The court affixed the necessary Civ.R. 54(B) language to its order and this appeal followed.

{¶ 13} Appellants allege one assignment of error for our review:

{¶ 14} The Trial Court committed prejudicial error in granting Defendant–Appellee, Todd A. Hall‘s Motion for

Summary Judgment based upon its opinion that Defendant–Appellee, Todd A. Hall was barred from any personal

liability because he signed the contract as an authorized representative even though he did not disclose the name of

clusion favors the movant. See, e.g., Civ.R. 56(C).

{¶ 16} When considering a motion for summary judgment, the trial court may not weigh the evidence or select

among reasonable inferences. Dupler v. Mansfield Journal Co. (1980), 64 Ohio St.2d 116, 121, 413 N.E.2d 1187.

Rather, all doubts and question must be resolved in the non-moving party’s favor. Murphy v. Reynoldsburg, 65

Ohio St.3d 356, 359, 604 N.E.2d 138 (1992). In effect, a trial court is required to overrule a motion for summary

{¶ 18} It is well settled that an agent may be personally liable to a third party even though he or she acted on

behalf of a purported principal. First, personal liability will attach where an agent only partially discloses the princi-

pal, i.e., where an agency relationship is apparent to a third party, but the identity of the principal is not known. Tim

Covert & Electolite v. Kanieski, 11 th Dist. No.2010–G–2993, 2011–Ohio–4170, at ¶ 26, citing James G. Smith &

Associates, Inc. v. Everett, 1 Ohio App.3d 118, 121, 439 N.E.2d 932 (10th Dist.1981). An agent will also be person-

02 CA 148, 2003–Ohio–4008. By purporting to act on behalf of a fictional construct, one is simply acting on behalf

of oneself. Put simply, “there is no agency.” Everett, supra.

{¶ 20} Applying these rules to the facts in this case, it is clear that Appellee–Todd A. Hall can be held personal–

ly liable to the Huskins if they prevail on the merits of their allegations. The record is undisputed that House Medic

Handyman Service was a fictitious “dba” of Hall‘s Hauling, Ltd. Nothing in the record, however, indicates that Hall

disclosed that Hall‘s Hauling, Ltd. was the actual principal for which Hall was acting as an agent. The contract only

references a fictitious principal and Hall did not sign the agreement as an agent of Hall’s Hauling, dba House Medic

Handyman Service.

{¶ 21} Moreover, in his affidavit, Hall specifically averred he routinely notifies clients that they are “dealing

with” House Medic Handyman Service. He further asserted that the contract in question was entered on behalf of the

Huskins and House Medic Handyman Service. As indicated above, a fictitious name has no legal status. As a result,

a third party cannot legally “deal with” a fiction and, similarly, a fictitious name can neither enter into nor be bound

by a contract. Although the trial court acknowledged that House Medic Handyman Services was simply a fictitious

{¶ 24} For the reasons discussed in this opinion, the judgment of the Trumbull County Court of Common Pleas

is reversed and the matter remanded for further proceedings.

DIANE V. GRENDELL, J., THOMAS R. WRIGHT, J., concur.