Magistrate Judge Marian Payson
Brothers Robert and Alan Ault formed Professional Auto Retailer Inc. (PAR). Purportedly incorporated in Delaware in February 2007, there is no record evidence of PAR’s incorporation. To Robert’s knowledge no shares were issued nor directors elected. Asserting contract breach, Ads Plus Advertising sued PAR and the Aults to recover $120,512 for work done between April and June 2008. Robert sought summary judgment dismissing suit as against him. The parties’ relationship was created through telephone calls and emails between Alan and Ads Plus’ president. The parties disputed whether a contractual relationship existed between Ads Plus and the Aults, as Ads Plus claimed, or between Ads Plus and PAR, as Robert asserted. The court denied Robert judgment. Disputed material facts existed whether Alan acted solely as agent for PAR and, if so, whether Ads Plus knew that he did so. Issues also existed whether Robert was estopped from denying existence of a partnership with Alan. Ads Plus asserted Robert represented that he was Alan’s partner and would be handling PAR’s finances. Material factual issues also existed on Robert’s liability for any amounts due to Ads Plus for work performed after May 2008.
