ROBERT ALDREDGE, APPELLANT,
v.
EAST COLONIAL REFUSE SERVICE, INC., A FLORIDA CORPORATION, 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.
Robert Aldredge sued East Colonial Refuse Service, Inc. on a promissory note. The trial court improperly admitted parol evidence to show the note lacked consideration based on one defendant's unilateral belief that another party would pay it. The appellate court reversed, holding that a unilateral belief is not a valid defense to an enforced note.
The court held that a unilateral belief by the corporate obligor that another party would pay the note is not a valid defense to an action on the note. The parol evidence was improperly admitted. The note was supported by consideration because the corporation expressly assumed the obligations of the partnership that preceded it.
[1] The parol evidence rule prohibits the admission of extrinsic evidence to contradict or vary the terms of a clear and unambiguous written agreement.
[2] A unilateral belief by one party to a contract that another party will satisfy the obligation is not a defense to enforcement of the contract.
Previewing 2 of 4 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“A unilateral belief by Engle that Page would pay the note, or even an agreement to that effect between Engle and Page, is no defense in this action.”
Establishes that the defendant's unilateral belief about who would pay the note cannot serve as a valid defense to enforcement of the note.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceAldredge filed suit on a promissory note executed by ECRS. The execution of the note and the timely filing were undisputed. The defendant raised affir…
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 Enforcement Of Promissory Note cases and more on FLexlaw
COBB, Judge.
The appellant, Robert Aldredge, moves for a rehearing after a per curiam affirm- anee in this case, 451 So. 2d 863. This motion is granted, our prior opinion is vacated, and this opinion is substituted therefor. This case involves an action by Aldredge, plaintiff below, on a promissory note, filed in two counts: (1) a claim at law for enforcement of the note, and (2) an alternative equitable claim for restitution based on unjust enrichment. The execution of the note by the defendant, East Colonial Refuse Service, Inc. (ECRS), was not disputed, nor was the fact that the suit was filed within the applicable statute of limitations. Basically, the case was tried below upon the affirmative defenses of laches and failure of consideration.
Since laches was not a defense to count one,1 the only issue before the trial court in regard to that count was failure of consideration for the note, which was clear and unambiguous on its fact. The trial court, over objection by the plaintiff based on the parol evidence rule, improperly allowed deposition testimony from one Albert Engle, who executed the note as president of the corporate obligor, that it was his understanding that the note was to be individually paid by another shareholder of the corporation, one Oscar Page. See Sears v. James Talcott, Inc., 174 So. 2d 776 (Fla. 2d DCA 1965). There was no evidence presented that this belief by Engle was a mutual mistake on the part of both the corporation (ie., Engle) and Aldredge. Nor was there any evidence that Aldredge induced the execution of the note by any fraud or misrepresentation, which would give rise to rescission. A unilateral belief by Engle that Page would pay the note, or even an agreement to that effect between Engle and Page, is no defense in this action. Moreover, since the corporation expressly assumed the obligations of the partnership (Engle, Aldredge and Page) which preceded it, the corporate note, replacing a note to Aldredge given by Engle and Page, was supported by consideration. See § 673.408, Fla.Stat. (1981). See also: Melody Tire Co. v. Zimmerman, 112 Fla. 65, 150 So. 242 (1933).
We reverse and remand for entry of judgment for the plaintiff, Aldredge, for the balance due on the note, plus interest.
REVERSED and REMANDED.
DAUKSCH, J., concurs.
SHARP, J., dissents, without opinion.
. Kay v. Fernandez, 373 So. 2d 946 (Fla. 3d DCA 1979).
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Authorities Cited
- Sears v. James Talcott, Inc., 174 So. 2d 776 (Fla. 2d DCA 1965)
- Alyea v. Hampton, 112 Fla. 61 (Fla. 1933)
- Melody Tire Co. v. Julien Zimmerman, 112 Fla. 65 (Fla. 1933)
- Sanford KAY and Rebecca Kay v. Fernandez, 373 So. 2d 946 (Fla. 3d DCA 1979)