Stanley J. How And Associates, Inc. v. Boss Iowa D.C.,

222 F. Supp 936 (1963)

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Nature of the Case

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Facts

P and D entered into a contract for the performance of architectural services. P prepared detailed plans and specifications for a motor hotel and restaurant at an estimated cost of $850,000,00. For reasons unknown to P, D proceeded no further with the project. P sued for his fee of 4 1/2%. D had paid $14,500.00 leaving a balance of $23,750.00, which remained due and unpaid. P had secured blank copies of the standard form of agreement between owner and architect on forms prepared and printed by the American Institute of Architects. P penciled in the appropriate blanks and gave the forms to a secretary to be typed. It was between Boss Hotels Co., Inc. and P. D erased the words 'Boss Hotels Co., Inc.' from the place for signature and below the line typed the words 'By Edwin A. Boss, Agent for a Minnesota Corporation to be formed, who will be the Obligor.' D then showed the contract to P and asked if this was acceptable. P said yes. P and D signed the contract. P started the work. D caused an Iowa corporation to be formed. The finished plans were forwarded to a general contractor who estimated $965,000.00, which exceeded the planned budget. The plans were modified to $850,000.00. D paid $14,500 in total, but eventually, the plans were abandoned. An Iowa Corporation had been formed in May 1961, called the Minneapolis-Hunter Hotels Co. The checks sent to P bore the name of this corporation. D organized the Minneapolis-Hunter Hotel Co. as a corporation. To what extent it actually came into being is not clear in the record. No corporate charter, by-laws, or resolutions were offered into evidence.