Bridger v. Mangum

PARKER, Judge. The only assignment of error defendant presents and argues in his brief is based on his exception to the judgment. His remaining assignment of error is deemed abandoned. Rule 28(a), North Carolina Rules of Appellate Procedure. Therefore, the sole question presented on this appeal is “whether the judgment is supported ... by the findings of fact and conclusions of law.” Rule 10(a), North Carolina Rules of Appellate Procedure. In its judgment, the court concluded that plaintiff initially contracted with defendant as an individual, and defendant does not challenge this conclusion. The court also found that defendant, individually, paid plaintiff’s bill for work done on the first phase of the project. Plaintiff continued his performance of the contract, working on the project as it moved into its later phases. It is a fundamental principle of contract law that a contract requires the mutual consent or agreement of the parties. Baker v. Lumber Co., 183 N.C. 577, 112 S.E. 241 (1922). For defendant to remove himself from the contract and substitute his corporation as a party to the contract requires the consent of plaintiff, who is the other party to the contract. See Joyner v. Pool, 49 N.C. 293 (1857). However, the court specifically found as a fact that “[t]he Defendant did not inform the Plaintiff that the corporation or anyone else would be responsible for the work involved in the contract.” Since plaintiff was not informed of and did not consent to any change in the parties to the contract, we agree with the court’s conclusion that defendant is personally liable for all sums due pursuant to the contract. In his brief, defendant’s argument focuses on plaintiff’s knowledge that defendant had formed a corporation. Though perhaps relevant to the inquiry, plaintiff’s knowledge of defendant’s incorporation does not establish that the contract was with [571] the corporation. The contract was initially made with defendant individually, and in the absence of a mutual agreement to remove the liability from defendant and place it on the corporation, it is of no consequence that plaintiff was aware that defendant had incorporated. Accordingly, the judgment is Affirmed. Judges Martin and Arnold concur.