CHARLES PUCKETT, APPELLANT,
v.
CODISCO, INC., FORMERLY KNOWN AS COASTLINE EQUIPMENT OF TAMPA, INC., A FLORIDA CORPORATION, AND FAN WORLD, INC., A FLORIDA CORPORATION, APPELLEES
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The court reversed a judgment holding Charles Puckett personally liable for a corporation's debt based on a credit application he signed. The court held that the credit application was ambiguous as to whether Puckett signed in his individual or representative capacity, and therefore parol evidence should have been admitted to clarify his intent.
The court held that the credit application was ambiguous and did not unambiguously point to personal liability, and therefore parol evidence was admissible to explain the ambiguity regarding the capacity in which Puckett signed the document.
[1] Parol evidence is admissible to explain whether an instrument was intended to bind a signatory in an individual or representative capacity when the instrument is ambiguou…
[2] The admissibility of parol evidence to clarify the capacity in which a party signs a document is not dependent on whether the ambiguity is patent or latent.
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Join FLexlaw to unlock all legal intelligence“Where it is uncertain whether an instrument was intended to bind a signator in an individual or representative capacity, parol evidence is admissible to explain the ambiguity.”
Establishes the legal standard for when parol evidence is admissible to clarify the capacity in which a person signed a document.
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Join FLexlaw to unlock all legal intelligenceCodisco, Inc. obtained a judgment against Fan World, Inc. and its president Charles Puckett for $21,800.73 for merchandise sold to Fan World, Inc. The…
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GRIMES, Acting Chief Judge.
Codisco, Inc., obtained a $21,800.73 judgment against Fan World, Inc., and its president, Charles Puckett, for merchandise sold to Fan World, Inc. The court held that Puckett was liable for the obligations of Fan World, Inc., by reason of his execution of a credit application. The court declined to permit Puckett to introduce parol evidence directed toward showing that he signed the application only as president of Fan World, Inc., and not in his individual capacity.
The credit application is reproduced in full as follows:
CREDIT APPLICATION The court reasoned that as a matter of law the printed language above Puckett’s signature constituted a personal guaranty on his part.
The language in the credit application which refers to personal guaranty, and the omission of a reference to Puckett’s corporate capacity next to his signature tend to support the court’s ruling. However, there are other aspects of the credit application which suggest that Puckett signed it only in a representative capacity. The document recites that the undersigned applies for an extension of credit, and it is obvious from the information which is requested that the credit is being extended to Fan World, Inc. Thus, Fan World, Inc., could be expected to sign the application, thereby verifying the credit data. If Fan World, Inc., was to sign the application, merely writing the name of the corporation would not suffice. Someone would have to sign on the corporation’s behalf and it would be logical for its president to do so. The guaranty reference to “payment of its accounts” is awkward, and the fact that the words “Fan World, Inc.” appear to be written in handwriting different than Puckett’s signature adds to the confusion. The handwritten bracketing of the signature lines may also have some significance.
Viewed as a whole, we cannot say that the credit application unambiguously points to personal liability. Cf. Steele v. Hallan-dale, Inc., 125 So. 2d 587 (Fla. 2d DCA 1960), in which this court construed an indemnity agreement as unambiguously reflecting the intent to impose personal liability. Where it is uncertain whether an instrument was intended to bind a signator in an individual or representative capacity, parol evidence is admissible to explain the ambiguity. Stein v. Miss Franie's, Inc., 417 So. 2d 726 (Fla. 1st DCA 1982); see Annot., 70 A.L.R.3d 1276 (1976). In seeking to determine the capacity in which a party signs a document, it does not matter whether the ambiguity is “patent” or “latent.” Landis v. Mears, 329 So. 2d 323 (Fla. 2d DCA 1976).
Thus, we hold that the court erred in refusing to allow parol evidence. We hasten to add that since the credit application is not a negotiable instrument, formerly subject to the Negotiable Instruments Law and now covered by the Uniform Commercial Code, we need not consider the import of cases such as Betz v. Bank of Miami Beach, 95 So. 2d 891 (Fla.1957). The judgment is reversed, and the case is remanded for a new trial.
SCHEB and CAMPBELL, JJ, concur.
Cases With Similar Vibessemantic neighbors from the corpus
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Summit Consulting, Inc. v. J.J. Walsh Constr., Inc., 568 So. 2d 1290 (Fla. 2d DCA 1990)…. 2d DCA 1986). In this case, however, the court erred in admitting that evidence. Although parol evidence is properly admitted to determine the capacity in which a person executes a contract when the contract is ambiguous, Puckett v. Codisco, Inc., 440 So. 2d 596 (Fla. 2d DCA 1983), it is not admissible when the 'contracts, as in this case, are unambiguous. Manufacturers’ Leasing, Ltd. v. Florida Dev. & Attractions, Inc., 330 So. 2d 171 (Fla. 3d DCA 1976); Steele v. Hallandale, Inc., 125 So. 2d 587 (Fla. 2d…
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DSA Grp., Inc. v. Gonzalez, 555 So. 2d 1234 (Fla. 2d DCA 1989)…ted partnership “or assigns.” That evidence was properly admitted in this ease. See Landis v. Mears, 329 So. 2d 323, 326 (Fla. 2d DCA 1976) (parol evidence admissible as to capacity in which party signed contract). See also Puckett v. Codisco, Inc., 440 So. 2d 596 (Fla. 2d DCA 1983). The facts of this case appear to contrast with those in Akel v. Dooley, 185 So. 2d 491 [*1235] (Fla. 2d DCA 1966), in which it was held that a party who signed a contract for a nonexistent entity was personally bound under the…
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Am. Cas. Co. of Reading v. Hess, 654 So. 2d 1011 (Fla. 1st DCA 1995)…d application was unambiguous. We disagree. Where it is uncertain whether an instrument was intended to bind a signator in an individual or representative capacity, parol evidence is admissible to explain the ambiguity. See Puckett v. Codisco, Inc., 440 So. 2d 596 (Fla. 2d DCA 1983). Herein, it cannot be said that the bond application and indemnity agreement unambiguously point to personal liability. As such, the trial court properly considered the affidavit of Hess for the purpose of determining whether summ…
Previewing 3 of 7 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Landis v. Mears, 329 So. 2d 323 (Fla. 2d DCA 1976)
- Betz v. Bank OF Miami Beach, 95 So. 2d 891 (Fla. 1957)
- Steele v. Hallandale, Inc., 125 So. 2d 587 (Fla. 2d DCA 1960)
- Stein v. Miss Franie's, Inc., 417 So. 2d 726 (Fla. 1st DCA 1982)