No. 87-414 

TF THE SUPREME COURT OF THE STATE OF MONTANA 

1988 

HERMAN HUISENGA, d/b/a HUISENGA 

ADVERTISING, BILLINGS, MONTANA, 

Plaintiff and Respondent, 

-vsBRUCE PARKMAN, f/d/b/a SUN BURST 

MEADOWS & WHITNEY DEVELOPMENT COMPANY, 

Defendant and Appellant. 

APPEAL FROM: District Court of the Thirteenth Judicial District, 

In and for the County of Yellowstone, 

The Honorable Robert Folmstrom, Judge presiding. 

COUNSEL OF RECORD: 

For Appellant: 

Tipp, Skjelset, Frizzell & Buley; Raymond P. Tipp, 

Missoula, Montana 

For Respondent: 

Robert E. LaFountain & Charles E. Snyder, Billj.ngs, 

Montana 

Submitted on Briefs: Feb. 11, 1988 

Decided: March 22, 1988 

Filed: MAR 2 2 4988 
Mr. Justice John Conway Harrison delivered the Opinion of the 

Court. 

Bruce Parkman appeals a directed verdict entered 

against him by the District Court of the Thirteenth Judicial 

District, Yellowstone County, Montana. The court found that 

he was liable for $7,622.11 of debt incurred by his former 

employer, Whitney Development Co., a partnership involved in 

land development, and costs of $55.40. We reverse and 

remand. 

By the start of January, 1982, Parkman was the general 

manager at Whitney Development Co., but he held no ownership 

interest in the partnership. Herman Huisenga, an advertising 

consultant in Billings, had done considerable work for 

Whitney Development Co., which owed Huisenga's firm 

$13,122.11. When Huisenga learned that Whitney Development 

Co. was about to incorporate under another name he approached 

Parkman, with whom he had been negotiating on payment, with a 

memorandum prepared on Huisenga's letterhead. The memorandum 

read : 

January 11, 1382 

AGREEMENT TO COMPLETE ACCOUNT 

WITH HUISENGA ADVERTISING 

Dear Mr. Huisenga, 

To complete payment of our account 

due to you for Whitney Development 

Company of $13,122.11 on 12/31/81, we 

will pay you $1500 on 1/12/82 and monthly 

payments of $1000 or more each month, 

with total paid by June 30, 1982. 

Signed, 

Bruce Parkman 

(s/Donald R. Coverdell) 

Donald R. Coverdell 

Accepted, 

(s/H. R. Huisenga) 

H.R. Huisenga 
The other signatory, Donald Coverdell, was a foreman for 

Whitney Development Co. and also had no ownership interest. 

Although the note is dated January 11, 1982, there is a 

dispute as to the date the note was signed. 

Huisenga received $5,500 from Whitney Development Co. 

and its successor corporation, Sun-Sational Development Corp. 

When no further payments were made, Huisenga filed suit 

against Parkman to collect the $7,622.11 balance. A jury 

trial was held on August 3, 1987. Upon the completion of 

testimony, the court granted Huisenga's motion for a directed 

verdict reasoning that Parkman was personally obligated since 

he had signed the memorandum, which neither named 

Sun-Sational as a principal nor noted Parkman's 

representative capacity, as required by S 30-3-403 (2) (a) , 

MCA . 

Section 30-3-403, MCA, states in part: 

(2) An authorized representative who 

signs his own name to an instrument: 

(a) is personally obligated if the 

instrument neither names the person 

represented nor shows that the 

representative signed in a representative 

capacity; 

(b) except as otherwise established 

between the immediate parties, is 

personally obligated if the instrument 

names the person represented but does not 

show that the representative signed in a 

representative capacity, or if the 

instrument does not name the person 

represented but does show that the 

representative signed in a representative 

capacity. 

On appeal we need only to determine, while viewing the 

evidence in a light most favorable to Parkman, whether a fact 

question for jury determination existed. Jacques v. Montana 
National Guard (1982), 199 Mont. 493, 503, 649 P.2d 1319, 

1325. If reasonable jurors could derive various conclusions 

from the evidence then a directed verdict is improper. 

Solich v. Hale (1967), 150 Mont. 358, 361, 435 P.2d 883, 885. 

On the date the note was drafted, January 11, 1982, the 

successor corporation Sun-Sational Development Corp. was not 

even in existence. Articles of incorporation were signed on 

January 12, 1982 and the Certificate of Incorporation was not 

issued by the Secretary of State until January 13, 1982. The 

actual debtor on January 11, 1982 was the partnership 

mentioned in the note. Therefore the requirements of 

S 30-3-403(2), MCA, were met and par01 evidence could be 

considered in establishing between the immediate parties 

whether or not the defendant signed in some type of 

representative capacity and that question should have been 

allowed to go to the jury. 

Parkman insisted that he had been a salaried employee, 

not a partner. He said he never meant to assume any personal 

obligation but only to assure Huisenga that his bill would be 

considered and paid, if possible, by the new corporation. 

Parkman said he did not mention any agency capacity because 

he read the memorandum and did not believe it to be a 

personal guaranty. He added that the memorandum was signed 

on January 14, 1982, after Coverdell returned from Helena 

with the Certificate of Incorporation. 

The court's directed verdict rests on the assumption 

that Parkman did sign the memorandum after the articles of 

incorporation had been accepted. There was evidence from 

Huisenga, himself, however, that Parkman signed before the 

articles of incorporation were accepted. Thus, a fact 

question arises and a jury could reasonably have decided that 

the memorandum was signed before the articles of 

incorporation were filed. In that case, the memorandum would 
have referenced the employer, Whitney Development Co., and 

the jury would be entitled to consider the par01 evidence to 

determine if there was an understanding that Parkman was 

signing as a representative. Accounts Management Corp. v. 

Lyman Ranch (Mont. 1987), 748 P.2d 919, 923, 44 St.Rep. 2233, 

2237; Clarks Fork National Bank v. Papp (Mont. 1985), 698 

Reversed and remanded. 

we concur: / \ I 

Mr. Justice John C. Sheehy did not participate.