HIALEAH HOSPITAL, INC., APPELLANT,
v.
LUIS A. RAVENTOS AND ISMAEL HERNANDEZ, APPELLEES
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Hialeah Hospital sued Raventos and Hernandez to collect a debt for services rendered to their clinic. The trial court dismissed the action, but the appellate court reversed, holding that a non-signatory third party may enforce a contract if it was made for that party's benefit, and the complaint and agreement stated a sufficient cause of action.
The court held that a non-party to a contract may maintain an action against the promisor if the contract was made for that party's benefit. Since the complaint and attached agreement mentioned Hialeah Hospital, Inc. as an entity to which hospital bills were due and owing, and the court could not conclude at the pleading stage that Hialeah was merely an incidental beneficiary, the complaint stated a sufficient cause of action to withstand the motion to dismiss.
[1] A third party for whose benefit a contract is made may maintain an action against the promisor, even if not a party to the agreement or furnishing consideration.
[2] A contract provision that explicitly mentions a specific entity as an obligee, in the context of assuming liabilities, may indicate an intent to benefit that entity.
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Join FLexlaw to unlock all legal intelligence“one for whose benefit a contract is made, although not a party to the agreement and not furnishing the consideration therefor, may maintain an action against the promisor”
Establishes the foundational rule that third-party beneficiaries can enforce contracts made for their benefit
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Join FLexlaw to unlock all legal intelligenceHialeah Hospital, Inc. sued Clinicas Pasteur, Inc. and its principals Raventos and Hernandez to collect a debt for services rendered. The parties had …
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PER CURIAM.
Hialeah Hospital, Inc. sued Clinicas Pasteur, Inc., a Florida corporation, and the clinic’s principals, Raventos and Hernandez, to collect a debt due it for services rendered to Clinicas. Hialeah’s complaint alleged that Raventos and Hernandez were liable to it based on an agreement between these individuals, which provided, inter alia, (1) that two of the three medical facilities under the clinic’s corporate aegis (Hialeah and Miami Beach) would thereafter be owned and operated by Hernandez, and the third (Northwest) by Raventos, and (2) that
“Hernandez . .. shall assume all liabilities and receive all assets that have been incurred or created prior to said date with the exception that Raventos ... shall assume and be responsible for all hospital bills and payment due doctors and professional persons due and owing for the Northwest members whenever they have been incurred.”
Significantly, the agreement goes on to mention Hialeah Hospital, Inc. as an entity to which hospital bills are due and owing.
The trial court dismissed, with prejudice, the action against Raventos and Hernandez, and these appeals, consolidated by us, ensued. We reverse.
It is clear that “one for whose benefit a contract is made, although not a party to the agreement and not furnishing the consideration therefor, may maintain an action against the promisor.” Auto Mutual Indemnity Co. v. Shaw, 134 Fla. 815, 822-23, 184 So. 852, 856 (1938); American Surety Co. of New York v. Smith, 100 Fla. 1012, 130 So. 440 (Fla.1930); Woodbury v. Tampa Waterworks Co., 57 Fla. 243, 49 So. 556 (1909). Accord, Restatement (Second) of Contracts § 304. While it is far from certain that Raventos and Hernandez intended that Hialeah Hospital be a beneficiary of their agreement inter se, we are unable at this stage of the pleadings to draw the contrary conclusion that the agreement was designed solely for the benefit of Raventos and Hernandez, and that, therefore, Hialeah Hospital, Inc. was a mere incidental beneficiary. See, e.g., Muravchick v. United Bonding Insurance Company, 242 So. 2d 179 (Fla. 3d DCA 1970). Since “[wjhere a contract creates a right or imposes a duty in favor of a third person, the law presumes that the parties intended to confer a benefit on him and furnishes him a remedy,” Auto Mutual Indemnity Co. v. Shaw, 134 Fla. at 823, 185 So. at 856, the complaint and the agreement attached thereto, aided by this as yet, unrebutted presumption, states a cause of action against Raventos and Hernandez sufficient to withstand a motion to dismiss.
Reversed and remanded for further proceedings.
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Eli Plotch and Philip Berkley v. August Gregory, Jr., 463 So. 2d 432 (Fla. 4th DCA 1985)…d as third party beneficiaries under this provision and were entitled to seek enforcement of the expressed intent of the parties by subjecting the inventory of the marina store to an equitable lien. See generally, Hialeah Hospital, Inc. v. Raventos, 425 So. 2d 1205 (Fla. 3d DCA 1983); 4 Corbin on Contracts, § 779K (1951 ed. with 1984 Supp.); see also, Peters Grazing Association v. Legerski, 544 P. 2d 449 (Wyo.1975). Moreover, since they were able to trace the disbursement of their combined sixty thousand dolla…
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Technicable Video Sys., Inc. v. Americable OF Greater Miami, Ltd., 479 So. 2d 810 (Fla. 3d DCA 1985)…use of action was granted with prejudice. When a contract creates a right in favor of a third person, it is presumed that the parties intended to confer a benefit on him and he may sue for breach of the contract. Hialeah Hospital, Inc. v. Raventos, 425 So. 2d 1205 (Fla. 3d DCA 1983); see also Marianna Lime Products Co. v. [*812] McKay, 109 Fla. 275, 147 So. 264 (1933) (when a contract manifests an intent to benefit a third party, that party may sue for breach of the contract). It is not necessary that the thi…
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Authorities Cited
- Auto Mut. Indem. Co. v. Shaw, 134 Fla. 815 (Fla. 1938)
- Am. Sur. Co. of N.Y. v. R. Nelson Smith in Bankr. for Jacksonville Marble & Tile Co., 100 Fla. 1012 (Fla. 1930)
- Woodrury v. The Tampa Water Works Co., 57 Fla. 243 (Fla. 1909)
- Abe Muravchick and Pauline Muravchick v. United Bonding Ins. Co., 242 So. 2d 179 (Fla. 3d DCA 1970)