WILLIAM D. SIMPSON, APPELLANT,
v.
HOWARD ROBINSON AND J. RICHARD LUNDQUIST, M.D., APPELLEES

Fla. 1st DCA | 1979-10-19
No. MM-442
ERVIN, Acting C. J., and BOOTH and SHIVERS, JJ., concur.
376 So. 2d 415 Florida District Court of Appeal, First District (1979) Positive Treatment
Cited by 6 cases

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

Simpson, an architect, sought to enforce an arbitration award against Robinson and Lundquist for payment of architectural services. The trial court vacated the award, finding the arbitrators exceeded their powers because Robinson and Lundquist were not parties to the arbitration agreement. The appellate court reversed, holding that Robinson and Lundquist were individually bound by the contract they executed and were therefore proper parties to arbitration.


Holding

Robinson and Lundquist were parties to the agreement and bound thereunder. The phrase "and Individually" in their signatures clearly demonstrated an intent to be bound individually, and they were estopped from denying their status as parties due to their answers and demands for arbitration in the civil suit.


Headnotes

[1] Individuals who execute an agreement as corporate officers and "Individually" demonstrate an intent to be bound by the agreement in their personal capacities.

[2] Individuals who purport to act as a corporate entity, even if not legally incorporated, may be held liable under Florida law.

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Key Quotes

“Execution of the agreement by appellees as corporate officers and "Individually" clearly reveals an intention to be bound individually.”

The court's primary holding regarding the interpretation of the contract language and the parties' intent to be individually bound.

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Facts & Procedural History

Simpson entered into an owner-architect agreement with Bay Seville Properties, Inc. containing compulsory arbitration provisions. The agreement was ex…

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Opinion of the Court
PER CURIAM.

PER CURIAM.

Simpson seeks review of an order vacating an arbitration award entered against Robinson, Lundquist, and John Miller (not a party to this appeal) by the Construction Industry Arbitration Tribunal of the American Arbitration Association. The trial court found that the arbitrators, in the exercise of their jurisdiction, exceeded their powers because there was no agreement for arbitration between the appellees, individually, and Simpson. We reverse.

Simpson, an architect, entered into an owner-architect agreement with Bay Seville Properties, Inc., identified in the agreement as the “owner”. The contract contained compulsory arbitration provisions for claims and disputes arising out of the agreement or breach thereof. The agreement was executed by Howard Robinson, “President, and Individually”, Richard Lundquist, M.D. “Vice-President and Individually”, and John Miller, “Secretary-Treasurer and Individually” as “owner”.

Subsequently, a dispute arose concerning payment for architectural services allegedly performed by Simpson. Simpson filed suit against Bay Seville Properties, Inc., Robinson, Lundquist, and Miller (defendants) seeking payment under the contract and damages. Bay Seville Properties, Inc., Lundquist, and Miller answered demanding, as a defense, that the dispute be submitted to arbitration pursuant to the contract. They also admitted the existence of the agreement between defendants and Simpson. Robinson answered separately agreeing to the submission of the dispute to arbitration although he generally denied the existence of the aforementioned agreement.

The circuit court stayed the proceedings and granted defendants’ Motion to Compel Arbitration. At the arbitration hearing, Robinson and Lundquist objected to the arbitrators’ jurisdiction on the ground that the principal to the agreement, Bay Seville Properties, Inc., had not been made a party to the arbitration proceedings. The arbitration tribunal ultimately entered an award in favor of Simpson and against Robinson, Lundquist, and Miller, jointly.

Robinson and Lundquist, pursuant to Section 682.13, Florida Statutes (1977), moved to vacate the arbitration award on the ground that the arbitrators exceeded their powers because: 1) a demand for arbitration had not been made against Bay Seville Properties, Inc., the principal to the agreement; 2) appellees executed the agreement only as corporate officers of Bay Seville Properties, Inc., and were not therefore bound under the agreement; or 3) appellees were merely individual guarantors of the agreement between Simpson and Bay Seville Properties, Inc.

The testimony at the hearing on appellees’ motion revealed that Bay Seville Properties, Inc. apparently had not been legally incorporated. Further, appellees testified that they did not recall the words “and Individually” appearing on the agreement at the time they executed it and both testified they would not have signed the contract if that language had been included.

We find that appellees were parties to the agreement and were bound thereunder. Execution of the agreement by appellees as corporate officers and “Individually” clearly reveals an intention to be bound individually. Further, since appel-lees purported to act as a corporate entity, although not authorized to do so, they would be liable under Section 607.397, Florida Statutes (1975). Moreover, we find that appellees are estopped from denying that they were parties to the agreement by vir tue of their answers filed in the civil suit brought by Simpson and by their demands for arbitration contained therein. Accordingly, the order vacating the arbitration award is reversed.

ERVIN, Acting C. J., and BOOTH and SHIVERS, JJ., concur.


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Citator

Cited By

  • Prudential-Bache Sec., Inc. v. U.S. Optical Frame Co., 534 So. 2d 793 (Fla. 3d DCA 1988)
    …covered anything more than the Lipawskys’ personal account. There is utterly no evidence that Steven Lipawsky signed in either capacity or with authorization to bind either the corporation or the pension plan to arbitration. See Simpson v. Robinson, 376 So. 2d 415 (Fla. 1st DCA 1979) (parties bound to arbitration provisions in contract, having executed agreement as corporate officers and “individually”), cert. denied, 386 So. 2d 641 (Fla.1980). The brokerage firm, moreover, neglected to secure either a corpor…
  • Ladd v. Amoco OIL Co., 482 So. 2d 600 (Fla. 4th DCA 1986)
    …artial summary judgment on the issue of Mr. Ladd’s personal liability which was granted. We have no quarrel with the body of the law that holds that the use of the word “individually” creates personal liability. See for example Simpson v. Robinson, 376 So. 2d 415 (Fla. 1st DCA 1979), cert. denied, 386 So. 2d 641 (Fla.1980). However, we view the instant assignment contract as ambiguous and therefore not susceptible to summary judgment treatment. The assignment before us names only the two corporations as the…
  • Stout v. Edmer Tardif and Jeanette Tardif, 459 So. 2d 1179 (Fla. 1st DCA 1984)
    …PER CURIAM. AFFIRMED. Simpson v. Robinson, 376 So. 2d 415 (Fla. 1st DCA 1979), cert. denied, 386 So. 2d 641 (Fla.1980). JOANOS, WIGGINTON and NIMMONS, JJ., concur.…

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