MEMORANDUM OPINION OF CHARLES R. RICHEY UNITED STATES DISTRICT JUDGE
Pursuant to Rule 16 of the Federal Rules of Civil Procedure, the Court held a status conference in the above-captioned case on May 24, 1993, to consider the Defendant's Motion to Dismiss. The Court learned that the parties agree that the Plaintiff, Aeroflot Russian International Airlines ("Aeroflot"), is owed $ 29,092.00 because it was never reimbursed for airline tickets issued to passengers through the Defendant. The parties also agree that the only issue to be decided in the case is whether the suit was properly brought against the Defendant, Edward O'Brien, or whether the suit should have been brought against Eurowest Tours, O'Brien's business, as a corporate entity. The Court, with the agreement of the parties, heard testimony on the disputed issue from two witnesses. Based on the testimony, the arguments of counsel, the record in the case, and the applicable law, the Court concludes that the Plaintiff dealt with the Defendant, Edward O'Brien, in an individual capacity, and had no notice of the corporate identity of Eurowest Tours. Consequently, the Court will enter Judgment for the Plaintiff against the Defendant for the amount admittedly owed. The following shall constitute the Court's Findings of Fact and Conclusions of Law, pursuant to Rule 52(a) of the Federal Rules of Civil Procedure.
The Plaintiff, Aeroflot, entered an arrangement to provide round-trip air travel to Ireland as part of an Ireland vacation package. The arrangements were made between Victor M. Novosselov, Area Manager of Aeroflot ("Novosselov"), and Edward O'Brien, after an initial contact between the two at a travel show in late 1990.
Ordinarily, Aeroflot would issue tickets directly to customers, who arranged the tours through O'Brien's business. However, O'Brien was authorized to issue Aeroflot tickets when they were needed immediately. It is undisputed by the parties that a total of 67 tickets were issued during the latter half of 1992 without payment to Aeroflot of its share of the proceeds from the ticket sales. The total amount owed to Aeroflot for the tickets, also undisputed by the parties, is $ 29,092.00.
The Plaintiff brought suit against the Defendant on March 30, 1993. Count One of the Complaint alleges that the Defendant breached his contract with the Plaintiff by failing to pay for the tickets used. Count Two of the Complaint raises a cause of action for unjust enrichment, alleging the same facts.
O'Brien's only defense to his asserted liability for the use of the Aeroflot tickets is that the contractual arrangement was between Aeroflot and Eurowest Tours, not O'Brien. Eurowest Tours is a corporation of which O'Brien serves as the President, and O'Brien claims that he is not liable for the unpaid obligations of the corporation. Aeroflot disagrees, claiming that it had no notice of the corporate status of Eurowest Tours and believed that it was dealing with O'Brien in an individual capacity.
II. BECAUSE EDWARD O'BRIEN FAILED TO GIVE AEROFLOT REASONABLE NOTICE THAT EUROWEST TOURS, OF WHICH HE SERVED AS PRESIDENT, WAS A CORPORATE ENTITY, O'BRIEN IS PERSONALLY LIABLE FOR THE AMOUNTS OWED TO AEROFLOT.
The District of Columbia Code contains specific requirements with respect to domestic corporations. Specifically, § 29-308 provides that "the corporate name shall contain the word 'corporation,' 'company,' 'incorporated,' or 'limited,' or shall contain an abbreviation of 1 of such words . . . ." These designations provide notice of an entity's incorporated status to those who deal with the entity. As this Court has previously held:
Under the law of the District of Columbia, an agent is not personally liable on a contract it executes on behalf of a principal so long as it identifies the principal and discloses the agency relationship. The requirement of disclosure is satisfied if, at the time of the transaction, the other party had notice that the agent is