AFRICAN BIO-BOTANICA, INC.V. SALLY LEINER, T/A ECCO BELLA
624 A.2d 1003 (1993)
NATURE OF THE CASE: Leiner (D) appealed a decision that she was personally liable for an
unpaid bill for merchandise purchased from African (P).
FACTS: P began selling merchandise to D or to her corporation in December 1987. P did not
conduct any credit investigation. It did not inquire or, insofar as appears from the
evidence, think about, whether its customer was an individual or a corporation. P sold the
first six or seven orders for cash on delivery. Later orders were directed to 'Ecco Bella'
at P's home address and shipped on fifteen days' credit. Ecco Bella's name was substituted,
without any indication that it was a corporation. Merchandise delivered went unpaid on one
of the bills. P sued D personally. P addressed its bill for the purchase price to 'Ecco
Bella.' P received payment for prior orders by checks imprinted with the name 'Ecco Bella.'
D's company's letterhead also read 'Ecco Bella.' Neither the checks nor the letterhead
carried the name 'Ecco Bella Incorporated' or otherwise indicated that Ecco Bella was a
corporation. P's sales manager testified, without contradiction, that no one had told him
Ecco Bella was a corporation and he did not know that it was. The trial judge held that D's
failure to affirmatively disclose the corporate status of her company led P to believe that
it was a sole proprietorship. Since it had not filed a trade name certificate, the judge
ruled that D was personally liable for P's unpaid bill, and he entered judgment for $1530. D
appealed. P cross appealed for prejudgment interest.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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