Sarah Adams runs the Adams Manufacturing Company as a sole proprietorship. After a run of bad luck
Question:
Sarah Adams runs the Adams Manufacturing Company as a sole
proprietorship. After a run of bad luck in other business ventures, Sarah finds
herself in need of immediate cash. She sells the Adams Manufacturing
Company to Ted Peters, a wealthy Texas oilman, for $ million. Adams uses
the sale proceeds to pay off her other debts, after which she is barely solvent.
Peters knows nothing about the manufacturing business and desires to
maintain the goodwill that the Adams Manufacturing Company has built up
over the years. He hires Adams to continue running the business at an
appropriate salary. He does not change the name of the company and, as far
as the outside world is concerned, no one is aware that ownership of the
company has changed hands. Peters permits Adams to make most daytoday
business decisions, but reserves to himself the right to make purchase
decisions in excess of $
Adams orders $ worth of office furniture from the ABC Furniture
Company. The furniture is specifically designed to suit the needs of the Adams
Manufacturing Company. It cannot be sold to other customers. ABC believes
that it has contracted with Adams personally. The day after the furniture is
delivered, Peters finds out about the deal and immediately orders the furniture
returned. For the first time, ABC learns that Peters, rather than Adams, owns
the Adams Manufacturing Company. Can ABC successfully sue Peters on the
contract?