Who to Include As Defendents on a Complaint

[David K]

My question involves court procedures for the state of: New Jersey

All parties' names have been changed for privacy.

Scenario:

Mike and Robert (fictitious names) are shareholders of a small publicly traded company, and are not direct officers of the corporation per se. However, they are agents of the corporation granted that they have contracts and affiliations with the CEO to get a percentage of sales for wholesaling the company's products.

Mike and Robert, being shareholders of the company, believe it to have much potential and begin investing personal capital into the corporation. They decide to develop an eCommerce site as a retail outlet for the company's products, and hire a web developer to do the work. This web development project was not approved by any directors, and is being paid for by Mike and Robert's personal funds.

The web developer forwards an estimate for services, is granted the job, completes the site, and after both parties' approval of the finished site - bills Mike and Robert $1,200 as agreed.

Mike and Robert are professional career bullshiteerers, and BS their way around not paying the web developer.

Typical breach of contract.

NOW,

Does the Plaintiff (web developer) sue all three Defendants (the company, Mike and Robert)?

Or just two Defendants (Mike and Robert cited as "Agent/Owner as an Individual")?

In other words, since the company had nothing to do with the site, but was the direct beneficiary of services rendered - is it proper to include the company as a Defendant on the complaint?

Thanks for your help!

[jk]

how are Mike and Robert agents of the supplier? Can they act on behalf of the supplier company? Being a wholesaler (one who purchases large quantities of product from a supplier and breaks that down and then sells smaller units of product to a retailer) is not an agent of the supplier unless the supplier has engaged them in such a relationship that they are authorized to act as an agent.

So, have Mike and Robert been engaged in such a capacity that they are authorized to act as agents of the supplier?

[David K]

how are Mike and Robert agents of the supplier? Can they act on behalf of the supplier company? Being a wholesaler (one who purchases large quantities of product from a supplier and breaks that down and then sells smaller units of product to a retailer) is not an agent of the supplier unless the supplier has engaged them in such a relationship that they are authorized to act as an agent.

So, have Mike and Robert been engaged in such a capacity that they are authorized to act as agents of the supplier?

I was not fully aware of Mike & Robert's specific relation to the supplier at the time services for the project were rendered. I was later informed that Mike & Robert had formed an independent partnership that had a distribution agreement with the original supplier. They were also shareholders of the original company, and actively engaged in it's marketing initiatives.

The website, however, was developed for the direct promotion of the original supplier. Does a bilateral distribution agreement between Mike, Robert and the company give them the prerogative of acting as agents?

[jk]

First, being a shareholder in itself creates no relationship in which they could act as agents of the company they hold shares of. That would be the same as me being able to speak for Apple because I own a share of Apple.

can you explain this:

and actively engaged in it's marketing initiatives

depending how one reads that, it could suggest they did have the authority to act as agents, at least in this sort of activity.