EQUILEASE CORPORATION, A NEW YORK CORPORATION, APPELLANT,
v.
WILLIAMS STEEL INDUSTRIES, INC., A FLORIDA CORPORATION AND S.W. WILLIAMS, APPELLEES

Fla. 5th DCA | 1984-05-10
No. 83-804
DAUKSCH and FRANK D. UP-CHURCH, Jr., JJ., concur.
452 So. 2d 40 Florida District Court of Appeal, Fifth District (1984) Positive Treatment
Cited by 4 cases

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Synopsis

Equilease appealed a judgment denying recovery on a lease and personal guaranty executed by Williams Steel Industries and its president S.W. Williams. The lower court found a failure of consideration defense because the leased lathe was never delivered to the lessee but instead subleased to a third party unknown to Equilease. The court reversed, holding that consideration existed because Equilease paid for the equipment in reliance on the executed lease and guaranty, and that lack of benefit to the accommodation parties does not constitute a valid failure of consideration defense.


Holding

The court held that consideration existed for the lease and guaranty because Equilease paid for the equipment in reliance on the executed lease and guaranty, regardless that the equipment was not delivered to the lessee. Lack of benefit to accommodation parties does not constitute a legally sufficient failure of consideration defense, especially where those parties cooperated in concealing the accommodation arrangement from Equilease.


Headnotes

[1] A lease agreement and a personal guaranty are supported by sufficient consideration when the lessor pays the seller for the equipment in reliance on the execution of the…

[2] Consideration for a contract need not be a direct benefit to the promisor.

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Key Quotes

“Consideration need not be a benefit to the promisor, which often occurs in the case of accommodation parties such as Williams and W.S.I.”

Establishes that accommodation parties can be bound even without receiving personal benefit, a key principle for rejecting the failure of consideration defense.

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Facts & Procedural History

John Williamson, president of Mercury Machines, sought financing for a lathe through Equilease but was required to obtain a third-party lessee. Willia…

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Opinion of the Court
SHARP, Judge.

SHARP, Judge.

Equilease Corporation (Equilease) appeals from a final judgment which denied it recovery against Williams Steel Industries, Inc. (W.S.I.), as lessee of a new Mori Seiki Engine Lathe and against S.W. Williams, president of W.S.I., as guarantor of the lease. The lower court found for the appellees because it ruled they established, as a matter of law, their defense of failure of consideration. We disagree and reverse.

The evidence at trial disclosed that John Williamson, president of Mercury Machines, sought to finance a lathe he owned with Equilease. Equilease agreed, but required Williamson to obtain a third party to lease the equipment. John Williamson then approached Williams and requested that W.S.I., Williams’ company, execute the lease to accommodate Williamson. Since W.S.I. and Mercury Machines had done business over a number of years, Williams agreed. It is undisputed that Williamson gave Williams ten thousand dollars ($10,-000.00) for his assistance.

Equilease and W.S.I. executed a lease of the equipment, and Williams signed a personal guaranty for W.S.I.’s performance under the lease. W.S.I. also signed an “Acceptance of Equipment” form stating it had inspected the lathe and accepted it in its present condition. After the lease was executed, Equilease paid John Williamson or Mercury Motors for the machine.

Both W.S.I. and Mercury Motors and their respective presidents knew that the lathe was not going to be delivered to W.S.I., but instead agreed to sublease it to a third party and pay Equilease from the money received from that lease. Equilease did not know of this arrangement. Accordingly, Williamson sent W.S.I. a check each month for the lease payment, and Williams in turn paid Equilease. When Williamson stopped sending the checks, W.S.I. ceased making the lease payments to Equilease. The lathe has now disappeared, and nothing can be collected from Williamson or Mercury Motors. In essence the question in this case is which of two innocent parties must bear the loss.

Under these circumstances we think there were sufficient facts to establish that there was consideration for the lease and guaranty. Equilease paid Williamson or Mercury Motors for the lathe, and it would not have done so had a bona fide lease and guaranty not been executed by W.S.I. and Williams.

Consideration need not be a benefit to the promisor,1 which often occurs in the case of accommodation parties such as Williams and W.S.I. See In Re Trinter, 212 So. 2d 355 (Fla. 4th DCA 1972). Although the status of being an accommodation party may afford some defenses not available to a primary obligor,2 in this case it is clear that Williams and W.S.I. cooperated with Williamson and Mercury Motors in hiding W.S.I.’s accommodation status from Equi-lease. In any event, lack or failure of consideration because no benefit moved to W.S.I., i.e., the machine was not delivered to W.S.I., is not a legally sufficient defense.

We reverse the judgment and remand for entry of judgment in favor of appellant and for other appropriate proceedings.

REVERSED AND REMANDED.

DAUKSCH and FRANK D. UP-CHURCH, Jr., JJ., concur. . Mangus v. Present, 135 So. 2d 417 (Fla.1961); 1 A. Corbin, Corbin On Contracts § 124 (1963); 1 Williston on Contracts § 114 (Jaeger ed. 1957).

. See § 673.415, Fla. Stat. (1983).


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Citator

Cited By

  • Fernandez-Ulloa v. Rosell, 569 So. 2d 524 (Fla. 3d DCA 1990)
    …greement. We affirm the final summary judgment based upon the authority of All Florida Surety Company v. Coker, 88 So. 2d 508 (Fla.1956), Sanchis v. Rosell, 569 So. 2d 833 (Fla. 3d DCA 1990), Equilease Corporation v. Williams Steel Industries, Inc., 452 So. 2d 40 (Fla. 5th DCA), review denied, 459 So. 2d 1042 (Fla.1984), and Boymer v. Birmelin, 221 So. 2d 358 (Fla. 3d DCA 1969), cert. denied, 237 So. 2d 537 (Fla.), cert. denied, 239 So. 2d 102 (Fla.), cert. denied, 400 U.S. 926, 91 S.Ct. 187, 27 L.Ed.2d 185…
  • In re Alchar Hardware Co., Inc. v. FIR, Inc., 764 F.2d 1530 (11th Cir. 1985)
    …aiso v. Long, 141 So. 2d 334, 335 (1st DCA Fla.1962). Because of Lyman’s financial interest in Fir and the transaction, it is sufficient that the benefit flow to Fir instead of directly to him, see Equilease Corp. v. Williams Steel Industries, Inc., 452 So. 2d 40, 41-42 (5th DCA Fla.), cert. denied, 459 So. 2d 1042 (Fla.1984), and detriment to a promisee, such as forbearance to enforce a legal right, constitutes adequate consideration. See Fontainbleau Hotel Corp. v. Crossman, 323 F. 2d 937, 942 (5th Cir.196…

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