HAROLD OPPENHEIM, APPELLANT/CROSS-APPELLEE,
v.
JULES JERGENSEN CORPORATION, A CORPORATION, APPELLEE/CROSS-APPELLANTS
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A corporate president signed promissory notes with both the corporation's name typed and his own name signed below it. The court held that this ambiguity in the signature, combined with parol evidence that he intended to sign in his representative capacity, established he was not personally liable on the notes.
The court reversed and held that Oppenheim was not personally liable. The dual signature created an ambiguity that permitted parol evidence of the parties' intent. Since Oppenheim testified he executed the notes as president of the corporation and intended them to bind only the corporation, the evidence established he signed in a representative capacity and was not individually liable.
[1] Parol evidence is admissible to resolve ambiguity in an instrument regarding whether a signature was made in a representative capacity.
[2] An authorized representative who signs their own name to an instrument is personally obligated if the instrument neither names the person represented nor shows the repres…
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Statement of the controlling law from UCC § 3-403(2), establishing the framework for determining personal liability when there is ambiguity in how a representative signs.
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Join FLexlaw to unlock all legal intelligenceHarold Oppenheim was president of Oppenheim Distributors, Inc., a jewelry business. Over five to six years, the corporation purchased merchandise from…
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DOWNEY, Judge.
Appellant seeks reversal of a final judgment for appellee finding appellant personally liable on four promissory notes.
The evidence reflects that appellant was the President of Oppenheim Distributors, Inc., which operated a jewelry business in Dade County. Over a period of five or six years the corporation purchased merchandise from appellee, Jules Jergensen Corporation, and paid for it out of the corporation’s bank account. On March 10, 1973, appellant prepared four promissory notes in the principal sum of $2237.35, payable to appellee. On the lines provided for the maker’s signature each note contained the following:
Oppenheim Distributors, Inc. Harold Oppenheim
The name of the corporation was typed and appellant’s name was signed.
When the notes became due and were unpaid appellee commenced this suit to recover the principal and interest due thereon. Appellant admitted the execution of the notes, but alleged he had executed them not as an individual but in his capacity as President of the Oppenheim Distributors, Inc. At trial appellee proved the existence of the notes, the amount due, and rested. Appellant testified in his own behalf that the notes were executed by him as President of Oppenheim Distributors, Inc.; that the corporation executed notes from time to time in payment for merchandise; and that he had never been asked to sign any corporate obligation in an individual capacity.
Thus, the only proof in the record bearing on the intention of the parties as to appellant’s individual liability as opposed to corporate liability was appellant’s testimony. Appellee objected to the admission of parol evidence of the intention of the parties regarding the maker of the notes; however, the court overruled the objection and we think correctly so. Section 673.403(2), Florida Statutes (1977), (which adopts verbatim the provisions of the U.C.C. § 3-403(2), Florida Statutes (1977), (which adopts verbatim the provisions of the U.C.C. § 3-403) provides:
“673.403 Signature by authorized representative.—
**
(2) An authorized representative who signs his own name to an instrument:
(a) Is personally obligated if the instrument neither names the person represented nor shows that the representative signed in a representative capacity;
(b) Except as otherwise established between the immediate parties, is personally obligated if the instrument names the person represented but does not show the representative signed in a representative capacity, or if the instrument does not name the person represented but does show that the representative signed in a representative capacity.”
The official comments to the Uniform Commercial Code make clear that where the instrument shows two names in the spot designated for payors’ signature, thus creating an ambiguity, parol evidence is permitted to ascertain whether one signature was affixed in a representative capacity. The comments contain the following example and explanation:
(e) ‘Peter Pringle
Arthur Adams’.
[T]he section admits parol evidence in litigation between the immediate parties to prove signature by the agent in his representative capacity.
Parol evidence was therefore admissible in this case because the manner in which the maker signed the notes creates an ambiguity justifying the admission of parol evidence. Schwartz v. Disneyland Vista Records, 383 So. 2d 1117 (Fla. 4th DCA 1980).
Appellee contends that there was no ambiguity because the notes read “we promise to pay to the order of Jules Jurgensen Corp.” Appellant testified that in preparing the notes he thought the proper way to refer to the corporation was by the pronoun “we.”
On the record presented here it is our conclusion that appellee failed to prove the appellant was liable on the notes in question. See: Speer v. Friedland, 276 So. 2d 84 (Fla. 2d DCA 1973). Accordingly, the judgment appealed from is reversed and the case remanded with directions to enter judgment for appellant.
REVERSED AND REMANDED with directions.
ANSTEAD and MOORE, JJ., concur.
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A-1 Racing Specialties, Inc. v. K & S Imports OF Broward Cnty., Inc., 576 So. 2d 421 (Fla. 4th DCA 1991)…s personal capacity or as a representative of the corporation, thus it was error for the trial court to dismiss the suit as to Klein personally without allowing the appellant to go forward with discovery of Klein. Oppenheim v. Jules Jergensen Corp., 385 So. 2d 1078 (Fla.4th DCA 1980). [*422] Further, as to the count for civil theft, the corporate officer may be liable for torts committed even while acting as the representative of a corporate entity. McElveen v. Peeler, 544 So. 2d 270 (Fla.1st DCA 1989); Kerry’…
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Newport Seafood, Inc. v. Neptune Trading Corp., 555 So. 2d 376 (Fla. 3d DCA 1989)…parties.” § 673.403(2)(b), Fla.Stat. (1987). Parol evidence is admissible in those cases in which an ambiguity is found on the face of the instruments regarding the capacity in which the person had signed. Oppenheim v. Jules Jergensen Corporation, 385 So. 2d 1078 (Fla. 4th DCA 1980); Medley Harwoods, Inc. v. Novy, 346 So. 2d 1224 (Fla. 3d DCA 1977); Speer v. Friedland, 276 So. 2d 84 (Fla. 2d DCA 1973). Here, an ambiguity existed on the face of the checks that Alvarez signed because the name of his corporate…
Authorities Cited
- Speer v. Friedland, 276 So. 2d 84 (Fla. 2d DCA 1973)
- Irv Schwartz v. Disneyland Vista Records, 383 So. 2d 1117 (Fla. 4th DCA 1980)