This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2002).






Belle Plaine Cooperative,





Design Excavating, Inc., et al.,



Filed April 13, 2004

Reversed and Remanded

Kalitowski, Judge


Scott County District Court

File No. 2002-23773


Michelle L. Lureen, Jaspers, Moriarty & Walburg, P.A., 206 Scott Street, Shakopee, MN 55379 (for respondent)


Myles A. Schneider, Lori J. Abbott, Myles A. Schneider & Associates, Ltd., Edinburgh Executive Office Plaza, 8525 Edinbrook Crossing, Suite 208, Brooklyn Park, MN 55443 (for appellants)


            Considered and decided by Kalitowski, Presiding Judge; Shumaker, Judge; and Crippen, Judge.*


U N P U B L I S H E D   O P I N I O N


            Appellants contend the district court erred in granting respondent Belle Plaine Cooperative’s motion for summary judgment, and in determining that appellant Shawn Kluver was personally liable for the debts of Design Excavating, Inc.  We reverse and remand.


            On appeal from summary judgment, the reviewing court must determine whether there are any genuine issues of material fact and whether the district court erred in its application of the law.  State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990).  When reviewing a summary judgment motion, this court “must view the evidence in the light most favorable to the party against whom judgment was granted.”  Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993).


            Appellants argue that the district court erred in relying on an agency theory of law to hold appellant Kluver personally liable for the corporate debts of Design Excavating, Inc. (Design).  Generally, when an agent enters into a contract for his or her principal, the agent is not bound by the contract.  Haas v. Harris, 347 N.W.2d 838, 839-40 (Minn. App. 1984).  But “[w]hen the agent acts for a partially disclosed principal or on his own for an undisclosed principal, the agent is a party to the agreement and is liable on the contract.”  Id. at 840.  Thus, we must determine based on the limited record whether the district court erred in concluding that in extending credit to appellant, respondent did not know that it was entering into a contract with Design Excavating, Inc.

            Here, the record indicates that in completing the credit application appellant did not expressly state he was acting on behalf of the corporate entity.  But the application listed “Design Excavating, Inc.” in the employer section of the application.  Thus, respondent knew that Design was a corporation at the time appellant completed the application.  And a W-9 form was completed in connection with the credit application.  The W-9 was filled out in Design’s name, and included its address and identification number.  Thus there is evidence that respondent may have known that this account was not being opened for personal use.

            The record also indicates that after the application was approved respondent (1) wrote “Design Excavating” at the top of the application; (2) listed Design as the patron on the invoices; (3) mailed all invoices to Design’s post office box; and (4) received payments on Design’s checks. 

            The district court relied on Haas, where the supreme court determined that the district court properly found that the appellant was acting as an agent for an undisclosed principal.  347 N.W.2d at 840.  But in Haas, the corporation did not come into existence until after the transactions at issue; correspondence was sent to appellant personally, not to the corporation; and the respondent treated the transactions as personal with appellant.  Here, Design was a corporation before the credit application was completed and the invoices were sent directly to Design and paid with Design checks.  Moreover, in Paynesville Farmers Union Oil Co. v. Ever Ready Oil Co., Inc., this court concluded that where there was a series of transactions such that respondent had received checks bearing the corporate name before entering into successive contracts, respondent had notice that it was dealing with a corporation.  379 N.W.2d 186, 188 (Minn. App. 1985), review denied (Minn. Mar. 14, 1986).  We conclude that, when viewing the evidence in the light most favorable to appellant, the district court erred in determining that there is not a disputed question of fact concerning whether respondent thought it was extending credit to an individual or a corporation.  Therefore we reverse the district court’s award of summary judgment and remand for further proceedings.


            Appellant also argues that he is not responsible for the corporate debts of Design because respondent failed to establish the factors necessary to allow it to pierce the corporate veil.  But “[a] reviewing court must generally consider ‘only those issues that the record shows were presented and considered by the trial court in deciding the matter before it.’”  Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988) (quoting Thayer v. Am. Fin. Advisers, Inc., 322 N.W.2d 599, 604 (Minn. 1982)).  Here, because the district court did not address whether the evidence supports a conclusion that respondent can pierce the corporate veil, we do not consider this issue.

            Because we conclude that there is a fact question as to whether appellant was acting as an agent for an undisclosed principal, we reverse and remand.

            Reversed and remanded.


*  Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.