District of Columbia Court of Appeals
Harvey Rosenthal and Radishes & Rainbows, Inc., Appellants v. National Produce Company, Inc., Appellee; National…
April 18, 1990573 A.2d 365
Summary
The court held that no enforceable umbrella contract was formed in 1979 because the parties had not agreed to sufficiently definite material terms. It treated each unpaid delivery as a separate contract and remanded for findings on when Rosenthal disclosed his agency, making him personally liable only for deliveries promised or made before effective disclosure. The court affirmed the judgment against the corporation, vacated the judgment against Rosenthal, and permitted a veil-piercing amendment on remand because an earlier discovery ruling had inhibited timely amendment.
Holding
- Formation and definiteness of the alleged 1979 umbrella contract. No enforceable umbrella contract was formed in 1979 because the parties' understanding did not establish sufficiently definite material terms, including price, quantity, quality, duration, or binding purchase and delivery obligations.
- Rosenthal's personal liability for unpaid deliveries. Each delivery constituted a separate contract, and Rosenthal is personally liable for a delivery promised or made before National Produce received effective notice that he was acting for R & R, but not for a delivery promised or made after that disclosure.
- Denial of undisputed discovery. The motions judge abused his discretion by denying National Produce pretrial discovery of documents that Rosenthal and R & R did not contest were discoverable.
- Late amendment to assert veil piercing. The trial judge correctly denied National Produce's request to amend at the close of trial because the veil-piercing issue had not been tried by implied consent and the late amendment would not have provided timely notice or a reasonable opportunity to respond. Because the earlier discovery error inhibited a timely amendment and the case was being remanded, National Produce must be permitted to amend if the veil-piercing issue is reached on remand.
Docket 88-226, 88-274
Cited authorities
- R. 15(b)
- Rule 15(b)
- Rule 15(b)
- Rule 15(b)
- Rule 15(b)
- R. 15(b)
- R. 26(b)(1)
- Rule 15(a)
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