THE BANK OF MIAMI, A FLORIDA BANKING CORPORATION, APPELLANT,
v.
JOSE ARMENTEROS AND MIRIAM ARMENTEROS, HIS WIFE, APPELLEES
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The Bank of Miami appealed a trial court judgment that excluded parol evidence regarding whether Jose Armenteros signed a personal guarantee on the reverse of a promissory note in his corporate or individual capacity. The court held that the ambiguity in the signature designation warranted admission of parol evidence to clarify the parties' intent.
The court held that parol evidence was admissible to explain the ambiguity appearing on the reverse side of the note, and that the trial court erred in excluding such evidence. The ambiguity created by the addition of 'President' after the signature warranted parol evidence to clarify the parties' understanding and intent.
[1] Parol evidence is admissible to explain an ambiguity appearing on the face of a promissory note.
[2] An agent must clearly indicate the understanding of the parties regarding their intent to avoid personal liability on a contract.
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Establishes the primary legal rule governing admission of extrinsic evidence to resolve contractual ambiguities.
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Join FLexlaw to unlock all legal intelligenceThe Bank of Miami sued to recover on a collateral note executed by A & H Plumbing Corporation with Jose Armenteros as President. The note included a g…
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BASKIN, Judge.
This appeal is predicated upon the trial court’s determination that the reverse side of a promissory note was executed in the signer’s corporate capacity. We hold that the trial court erred in excluding parol evidence concerning intent and reverse.
The Bank of Miami sued to recover on a collateral note executed by A & H Plumbing Corporation, Jose Armenteros, President, and allegedly personally guaranteed by Jose Armenteros and Miriam Armente-ros, his wife. Although the bank prevailed against the corporate defendant, it was unsuccessful against the individual defendants. The trial court found that Jose Ar-menteros had executed not only the face of the note as president, but he had also executed the guarantee on the reverse side of the note as president.
The bank maintains the reverse side of the note constituted a separate contract, that this separate contract was ambiguous, and that it should have been permitted to present parol evidence just as Jose Ar-menteros was permitted to explain the intent behind the signature on the guarantee. We agree.
The ambiguity on the reverse side of the note appears in the addition of the word “President” after the signature above the typed language “Jose Armenteros”. Parol evidence is admissible to explain an ambiguity appearing on the face of the note. Placet, Inc. v. Ashton, 368 So. 2d 404 (Fla. 3d DCA 1979); Havatampa Corp. v. Walton Drug Co., Inc., 354 So. 2d 1235 (Fla. 2d DCA 1978); Giacalone v. Bernstein, 348 So. 2d 679 (Fla. 3d DCA 1977); Dynamic Homes, Inc. v. Rogers, 331 So. 2d 326 (Fla. 4th DCA 1976); Speer v. Friedland, 276 So. 2d 84 (Fla. 2d DCA 1973); Bryant v. Food Machinery and Chemical Corporation Niagara Chemical Division, 130 So. 2d 132 (Fla. 3d DCA 1961). Thus parol evidence should have been admitted to resolve the ambiguity-
To avoid personal liability by an agent, the agent must clearly indicate the understanding of the parties in the form of his execution of a contract or in the contract itself. Betz v. Bank of Miami Beach, 95 So. 2d 891 (Fla.1957); Havatampa Corp. v. Walton Drug Co., Inc., supra.
The ambiguity on the face of the reverse side of the note is corroborated by the fact that the note is a renewal of a prior note signed on its reverse side by Jose Armente-ros in his individual capacity as well as by the fact that his wife guaranteed his payments.
For the foregoing reasons, we reverse the decision of the trial court and remand for proceedings in accordance with this opinion.
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Porlick v. Compton, 683 So. 2d 545 (Fla. 3d DCA 1996)…ually, under a letter addressed to him personally, with contract language that speaks of his personal obligation, he should escape individual liability. This position misconceives the law of both contracts and agency. In Bank of Miami v. Armenteros, 382 So. 2d 1336 (Fla. 3d DCA 1980), the bank sued to recover on a collateral note executed by a corporation through its president and [*550] allegedly personally guaranteed by the president and his wife. This court noted that The ambiguity on the reverse side of th…
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Ralph Merritt Dev. Corp. v. Sunglo Skylight Prods. Div. of Plastic Sales & Mfg. Co., Inc., 523 So. 2d 660 (Fla. 3d DCA 1988)…PER CURIAM. Affirmed. Stolzenberg v. Forte Towers South, Inc., 430 So. 2d 558 (Fla.3d DCA 1983); Bank of Miami v. Armenteros, 382 So. 2d 1336 (Fla.3d DCA 1980); Burns v. Grubbs Constr., Inc., 174 So. 2d 476 (Fla. 3d DCA 1965); see also Peacock Constr. Co. v. Modern Air Conditioning, Inc., 353 So. 2d 840 (Fla.1977) (payment by owner to general contractor is not, ordinarily, a condition pre…
Authorities Cited
- Bryant v. Food Mach. & Chem. Corp. Niagara Chem. Div., 130 So. 2d 132 (Fla. 3d DCA 1961)
- Betz v. Bank OF Miami Beach, 95 So. 2d 891 (Fla. 1957)
- Havatampa Corp. v. Walton Drug Co., Inc., 354 So. 2d 1235 (Fla. 2d DCA 1978)
- Speer v. Friedland, 276 So. 2d 84 (Fla. 2d DCA 1973)
- Dynamic Homes, Inc. v. Rogers, 331 So. 2d 326 (Fla. 4th DCA 1976)
- Vera-Nunez v. State, 368 So. 2d 404 (Fla. 3d DCA 1979)
- Placet, Inc. v. Ashton, 368 So. 2d 404 (Fla. 3d DCA 1979)
- Giacalone v. Bernstein, 348 So. 2d 679 (Fla. 3d DCA 1977)