RICHARD J. CHARRON AND GERALDINE S. CHARRON, APPELLANTS,
v.
COACHMEN INDUSTRIES, INC., APPELLEE
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The Charrons appealed a summary judgment in favor of Coachmen Industries on a promissory note, arguing that Coachmen failed to refute their affirmative defenses. The court reversed, holding that genuine issues of material fact existed regarding the note's consideration and Coachmen's payment obligations.
The court held that Coachmen failed to conclusively refute either affirmative defense. The fact that Coachmen became the sole stockholder of Camper's World did not conclusively establish consideration, as there was no evidence Coachmen was authorized to receive the note on behalf of Camper's World or that the corporation ratified the transaction. Similarly, there was no evidence that Coachmen paid or forgiven the debt to Camper's World.
[1] A party moving for summary judgment must conclusively refute all affirmative defenses raised by the non-moving party.
[2] A stockholder, acting solely in that capacity, generally lacks the power to represent a corporation or conduct its business unless such power is delegated or ratified by…
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“Generally the board of directors represents the corporation and conducts its business while stockholders are without power to represent the corporation unless power is delegated to them or their acts are ratified by the corporation.”
Establishes that Coachmen's status as sole stockholder alone does not authorize it to receive a note on behalf of Camper's World without board authorization or ratification.
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Join FLexlaw to unlock all legal intelligenceCharron was employed as president and general manager of Camper's World, which was co-owned by Charron and Coachmen Industries. Upon Charron's termina…
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FRANK D. UPCHURCH, Jr., Judge.
The Charrons appeal from a summary final judgment in favor of Coachmen Industries in a suit on a promissory note executed by the Charrons. The Charrons contend that Coachmen failed to refute two affirmative defenses raised by them and hence the entry of summary judgment was improper. We agree and reverse.
Coachmen filed suit against the Charrons seeking to recover on two promissory notes. Count I involved a note to a bank which was later assigned to Coachmen. Summary judgment in favor of Coachmen has not been appealed.
Count II involved a note to Coachmen executed on the date that Charron’s employment with Camper’s World of Orlando, Inc. was terminated. Charron and Coachmen were the only shareholders of Camper’s World. Coachmen had originally hired Charron to be president and general manager of Camper’s World. Coachmen claimed that the note was executed by the Charrons to reflect a salary advance that Charron had taken while employed by Camper’s World.
As an affirmative defense, the Charrons claimed that the note was not supported by consideration. Coachmen contends that Charron’s own admission that he had not repaid the salary advance conclusively refutes this defense. If the note had been to Camper’s World, we would agree with Coachmen’s contention. However, the note was to Coachmen, to whom Charron claimed that he was not indebted.
Coachmen, however, points out that on the date the note was executed, Coachmen had purchased Charron’s interest in Camper’s World and had become the sole stockholder in Camper’s World.
Contrary to Coachmen’s implication, the fact that Coachmen was the sole shareholder on the date that the note was executed would not conclusively establish the necessary consideration. Generally the board of directors represents the corporation and conducts its business while stockholders are without power to represent the corporation unless power is delegated to them or their acts are ratified by the corporation. Mease v. Warm Mineral Springs, Inc., 128 So. 2d 174 (Fla. 2d DCA 1961). Here there is no evidence that Coachmen, a stockholder, was authorized by Camper’s World to receive such a note or that this act had been ratified by the corporation. In addition, the termination agreement did not refer to the note or to the advance, nor did the note itself contain any reference to the advance. In these circumstances, Coachmen has not conclusively refuted the affirmative defense that there was a lack of consideration for the note to Coachmen.
In addition, the second affirmative defense was not conclusively refuted by Coachmen. As a separate defense, the Charrons had alleged that the sole consideration for the execution of the note was Coachmen’s agreement to pay their debt to Camper’s World. The Charrons further alleged that Coachmen has failed to pay this debt. There is no evidence in the record that a debt of the Charrons has been paid by Coachmen or forgiven by Camper’s World.
As Coachmen failed to establish the legal insufficiency or conclusively refute the two affirmative defenses asserted by the Char-rons, the entry of summary judgment was error. Bunner v. Florida Coast Bank of Coral Springs, 390 So. 2d 126 (Fla. 4th DCA 1980); Howdeshell v. First Nat. Bank of Clearwater, 369 So. 2d 432 (Fla. 2d DCA 1979). We therefore REVERSE and REMAND for a trial on these issues.
ORFINGER, C. J., and COBB, J., concur.
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First Nat'l Ent. Corp. v. Brumlik, 531 So. 2d 403 (Fla. 5th DCA 1988)…f the maker to receive everything that he was supposed to receive from the payee as consideration for execution and delivery of the note. See, e.g., Dube v. Puente De La Vega, 505 So. 2d 697 (Fla. 5th DCA 1987); Charron v. Coachmen Industries, Inc., 417 So. 2d 1145 [*405] (Fla. 5th DCA 1982); Newbern v. Pan Am Bank of Orlando, N.A., 368 So. 2d 425 (Fla. 4th DCA 1979); Brady v. Zimmerman, 246 So. 2d 637 (Fla. 4th DCA 1971). Likewise, the finding of the trial court that the affidavit showed no facts supporting…
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Najera v. Nationsbank Tr. Co., N.A., 707 So. 2d 1153 (Fla. 5th DCA 1998)…do, 540 So. 2d 174 (Fla. 5th DCA 1989); Dubuis v. Security First Federal Savings & Loan Ass’n, 529 So. 2d 1251 (Fla. 5th DCA 1988); Brooks v. Herndon Ambulance Service, Inc., 475 So. 2d 1319 (Fla. 5th DCA 1985); Charron v. Coachmen Industries, Inc., 417 So. 2d 1145 (Fla. 5th DCA 1982). If this alleged course of fraudulent conduct on the part of GDC and GDV is established at trial, and if it is shown was reasonably relied upon by the Najeras, these proofs could provide them with a defense to this foreclosure a…
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Lambert v. Vondra Weeks, 554 So. 2d 634 (Fla. 4th DCA 1989)…may very well be that appellant agreed to repay the money although it was delivered to someone other than himself, but that question should be resolved only after the presentation of additional evidence. Compare Charron v. Coachmen Industries, Inc., 417 So. 2d 1145 (Fla. 5th DCA 1982) (summary judgment for payee on promissory note improper where payee failed to conclusively refute affirmative defense of lack of consideration); Wagner v. Bonucelli, 239 So. 2d 619, 620 (Fla. 4th DCA 1970) (“as between the origin…
Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- State v. Boyd, 369 So. 2d 432 (Fla. 2d DCA 1979)
- Mease v. Warm Mineral Springs, Inc., 128 So. 2d 174 (Fla. 2d DCA 1961)
- Bunner v. Fla. Coast Bank OF Coral Springs, N.A., 390 So. 2d 126 (Fla. 4th DCA 1980)