A false statement as to the identity of the adversary party, where the identify of such party is material, prevents the apparent offer and acceptance from amounting to a contract.1 If the seller of certain goods uses a name which is so much like that of a well-known corporation as to mislead the buyer, and if he makes false statements as to the existence and location of the factory so as to further such deception, the buyer may avoid the contract, and refuse to accept or pay for the goods which the seller furnishes thereunder.2 If the seller believes that he is contracting with a certain buyer, and sends goods to him by a carrier, the carrier is liable to the seller if he delivers the goods to the person who had actually been conducting the correspondence with the seller and who had deceived the seller as to his identity.3

The materiality of the identity of the adversary party has been considered in a number of cases. In many cases the party who is misled has a strong motive for not wishing to deal with the party with whom he is, in fact, dealing, and the identity of such party is clearly material, as where he has had prior dealings with such party and has been dissatisfied with him,4 or where he has a set-off against the party with whom he believed that he was dealing,5 or where there is fraud as to the identity of the applicant for life insurance, another person having been substituted for the real party at the physical examination.6 If a buyer induces the seller to furnish goods on credit by deceiving the seller as to the identity of the purchaser, identity is evidently material; and such contract is void so that no title passes thereunder, and the goods or their value may be recovered from a bona fide purchaser into whose hands such goods may come.7 If a purchaser of goods obtains them on credit by taking advantage of the vendor's mistake as to the identity of the purchaser, which mistake the purchaser knows, and which he has caused by his method of signing his name, such contract does not pass title to such purchaser.8 If A induces X to believe that A is bidding against B, when, in fact, A is B's agent, X may avoid the contract which he has let to A in reliance on such statement.9

1 England. North and South Wales Bank v. Macbeth (1908), A. C. 137; Gordon v. Street (1899), 2 Q. B. 641; Cundy v. Lindsay, L. R. 3 App. 465.

United States. Fay v. Hill, 249 Fed. 415.

Connecticut. Fox v. Tabel, 66 Conn. 397, 34 Atl. 101.

Iowa. Ellsworth v. Randall, 78 la. 141, 16 Am. St. Rep. 425, 42 N. W. 629.

Kansas. Schuhmacher v. Lebeck, 103 Kan. 458, L. R. A. 1918F, 788, 173 Ac. 1072.

Maryland. School Sisters v. Kus-nitt, 125 Md. 323, L. R. A. 1916 D, 792 93 Atl. 928.

Massachusetts. Rodliff v. Dallinger, 141 Mass. 1, 55 Am. Rep. 439, 4 N. E. 805.

Michigan. Norris v. Home City Lodge, - Mich. - , 168 N. W. 935.

New Jersey. Miller v. Hoboken, 90 N. J. L. 167, 100 Atl. 216.

Ohio. Hamet v. Letcher, 37 O. S. 356.

2 School Sisters v. Kusnitt, 125 Md. 323, L. R. A. 1916D, 792, 93 Atl. 928.

3 Oskamp v. The Southern Express Co., 61 O. S. 341, 56 N. E. 13.

4 Boston Ice Co. v. Potter, 123 Mass. 28, 25 Am. Rep. 9.

5 Boulton v. Jones, 2 H. & N. 564.

6 Southern States Mut. Life Ins. Co. v. Herlihy, 138 Ky. 369, 128 S. W. 91.

At the same time it seems that it is not necessary to show any motive on the part of the one who is misled in order to enable him to treat the contract as void. If one party to the contract has in mind a definite person with whom he intends to contract, fraud or mistake as to the identity of such person renders such contract a nullity, although the person who acts under such mistake has no special preference for dealing with the person with whom he thinks he is dealing, and holds no set-off against him. Such person has a right to enter into a contract with a person with whom he is willing to contract, and an offer which he makes to such person can not be accepted by another, even though there is no special reason why he should prefer the one person to the other.10 If A, who holds an option on certain realty represents that he is the agent of the owner, the vendee may treat his contract for the purchase of such land as void.11 If A authorizes B to sell certain land as A's agent, B's sale to himself without disclosing his identity to A, does not bind A.12