Law for Business 10th Edition by James Barnes,Terry Dworkin,Eric Richards

Exercise 9

Sally Leiner was the sole shareholder, director, and president of a corporation, Ecco Bella. When Leiner bought merchandise from African Bio-Botonica, she paid with checks which bore the name Ecco Bella. Likewise, in her contacts with African, she used Ecco Bella stationery. However, she never explicitly indicated that the firm was a corporation. Initially, African's records listed Leiner as its customer, although this was later changed to Ecco Bella, but without any indication that Ecco Bella was a corporation. When Ecco Bella failed to pay for a shipment, African sued Leiner personally. She defended on the basis that she was merely an agent and, therefore, only her principal, Ecco Bella, was liable on the account. Is Leiner personally liable on the account?