CURTIS L. RUDOLPH, APPELLANT,
v.
J. ALBERT LEWIS, APPELLEE
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.
Rudolph, who assumed control of a marina, appeals a judgment for breach of contract after refusing to honor a yacht purchase agreement signed by his employee Blake rather than by Rudolph himself as dealer. The court reverses, finding that an acceptance clause in the contract form prevented formation of an enforceable contract because Blake lacked authority to bind his principal and the actual dealer never accepted the offer.
No. The acceptance clause in the contract form specifically limited the employee's authority and reduced the agreement to an unaccepted offer. Since Blake did not sign as dealer, Lewis was on notice of the lack of authority to create a binding contract. Rudolph, as the actual dealer, never accepted the offer and had no contractual obligation to Lewis.
[1] An acceptance clause in a contract form limits an agent's authority and renders the agreement an unaccepted offer until accepted by the principal.
[2] A contract is not formed when an agent signs a contract form that requires principal acceptance and the principal rejects the offer.
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“An acceptance clause specifically limits the authority of an agent and reduces an agreement to the status of an unaccepted offer.”
Establishes the legal principle that the presence of an acceptance clause prevents formation of an enforceable contract without principal's acceptance
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceLewis initially contracted with Venice Marine Inlet to purchase a yacht with a $3,750 deposit. After Rudolph assumed control of the marina through an …
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Apparent Authority cases and more on FLexlaw
GRIMES, Acting Chief Judge.
Rudolph appeals a final judgment against him for breach of contract. Appellee (Lewis) entered into a contract with Venice Marine Inlet for the purchase of a yacht, tendering a deposit of $3,750. However, prior to delivery of the yacht, appellant (Rudolph), a creditor of the marina, assumed control of the facility through an assignment in lieu of foreclosure. Since the new owner no longer stocked the yacht originally ordered, Lewis returned to the marina and placed an order for a substitute yacht. This second agreement, signed by Lewis and one Daniel Blake, an employee of the marina, stated that it supersedes the earlier contract. The form contract stated “this order is not valid unless signed by dealer.” Directly below this statement were two lines, the first marked “dealer,” and the second “salesman.” Leaving the dealer line blank, Blake signed the line marked “salesman.” Rudolph later refused to accept the contract, and Lewis instituted this suit for damages. After a nonjury trial, the lower court found that Blake had authority to bind his employer and entered judgment for Lewis in the sum of $9,300.
We need not consider the facts which might support a finding of apparent authority because the presence of the acceptance clause in the agreement prevented the creation of an enforceable contract. An acceptance clause specifically limits the authority of an agent and reduces an agreement to the status of an unaccepted offer. 1 A. Corbin, Corbin on Contracts § 33 (1963). Only when the agent’s principal accepts the offer does a contract arise. Knickerbocker Fine Cars v. Peterson, 118 So. 2d 639 (Fla. 3d DCA 1960); Clary & Sons Plumbing & Heating v. Local Trademark, Inc., 250 S.W. 2d 916 (Tex.Civ.App.1952). The claim of apparent authority is negated on the face of the instrument. Meekins-Bamman Prestress, Inc. v. Better Construction, Inc., 408 So. 2d 1071 (Fla. 3d DCA 1982).
When Blake did not sign the agreement as dealer, Lewis was on notice that he lacked the authority to create a binding contract. In any event, Lewis admitted that he knew Blake was not the dealer. Rudolph, the actual dealer, did not accept the offer and informed Lewis of his decision to reject it. Since there was no contract, Rudolph may not be held accountable for a breach.
In the posture of the case, it was unnecessary for the court to consider whether Rudolph had any obligation to Lewis for his $3,750 deposit. We therefore reverse the final judgment but remand for proceedings to determine whether Lewis may recover his deposit from Rudolph.
SCHEB and SCHOONOVER, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Ainsley Munroe v. U.S. Food Serv. & Ace Am. Ins., 985 So. 2d 654 (Fla. 1st DCA 2008)…... which specifically conditions the contractual effectiveness of a proposal by a projected seller upon its own subsequent approval, constitutes no more than a solicitation to the prospective purchaser to make an offer itself.”); Rudolph v. Lewis, 418 So. 2d 296, 297 (Fla. 2d DCA 1982) (“An acceptance clause specifically limits the authority of an agent and reduces an agreement to the status of an unaccepted offer.... Only when the agent’s principal accepts the offer does a contract arise.”). Section 440.2…
-
Jamieson v. THE Town of Fort Myers Beach, 292 So. 3d 880 (Fla. 2d DCA 2022)…. . which specifically conditions the contractual effectiveness of a proposal by a projected seller upon its own subsequent approval, constitutes no more than a solicitation to the prospective purchaser to make an offer itself."); Rudolph v. Lewis, 418 So. 2d 296, 297 (Fla. 2d DCA 1982) ("An acceptance clause specifically limits the authority of an agent and reduces an agreement to the status of an unaccepted offer. . . . Only when the agent's principal accepts the offer does a contract arise."). Munroe v.…
Authorities Cited
- Meekins-Bamman Prestress, Inc. v. Better Constr., Inc., 408 So. 2d 1071 (Fla. 3d DCA 1982)
- Knickerbocker Fine Cars, Inc. v. Peterson, 118 So. 2d 639 (Fla. 3d DCA 1960)