UNITED PARCEL SERVICE, INC., APPELLANT,
v.
BUCHWALD JEWELERS, APPELLEE
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UPS appealed a summary judgment for breach of contract after it collected a counterfeit cashier's check instead of cash as specified in a C.O.D. shipment agreement. The court held that UPS's ratification defense failed because the shipper was not fully informed of UPS's deviation from the contract terms when it accepted the check.
Ratification by Buchwald Jewelers failed as a matter of law because the shipper was not fully informed that UPS had acted contrary to its express instructions. For ratification to be inferred, the principal must be both fully informed and approve of the agent's unauthorized act.
[1] A principal cannot ratify an unauthorized act of an agent if the principal was not fully informed of the act.
[2] Acceptance of a non-conforming payment by a shipper does not constitute ratification of a carrier's breach of a cash-only collection instruction if the shipper was unawar…
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Join FLexlaw to unlock all legal intelligence“Before one may infer that a principal ratified the unauthorized act of his agent, the evidence must demonstrate that the principal was fully informed and that he approved of the act.”
Establishes the two-part test for ratification: full information and approval
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Join FLexlaw to unlock all legal intelligenceOn April 13, 1984, Buchwald Jewelers arranged for UPS to ship merchandise via C.O.D., explicitly specifying that UPS should collect cash only in the a…
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HENDRY, Judge.
United Parcel Service, Inc. (UPS), defendant below, appeals an adverse final summary judgment awarding damages for breach of contract arising from its failure to obtain payment in cash when it delivered goods to the consignee for Buchwald Jewelers. The issue on appeal concerns whether the shipper, Buchwald Jewelers, ratified the action of the carrier, UPS, when it accepted a cashier’s check from UPS, thereby waiving the requirement that the carrier collect cash only.
The facts may be briefly stated. On or about April 13, 1984 Buchwald Jewelers arranged for UPS to ship merchandise to the consignee in St. Louis, Missouri. Buchwald Jewelers specified on the C.O.D.1 tag that UPS should accept, upon delivery, cash only in the amount of $14,600.00. UPS delivered the merchandise to the consignee and collected a cashier's check payable to Buchwald Jewelers in the amount of $14,600.00. On or about April 26, 1984 Buchwald Jewelers accepted the cashier’s check from UPS without objection and deposited it for collection in its Miami bank account. The cheek was returned by the issuing bank as uncollectable, marked “counterfeit.”
Buchwald Jewelers brought suit against UPS for breach of contract, as well as other counts not relevant to this appeal. UPS answered the complaint and raised the affirmative defense of ratification. Buchwald Jewelers moved for summary judgment on its breach of contract claim. The supporting affidavit of Robert Buchwald, a manager for Buchwald Jewelers, was attached. Mr. Buchwald stated that he believed UPS had collected cash from the consignee and that UPS had obtained the cashier’s check for transmittal to Buchwald Jewelers. That affidavit was not controverted by UPS. The trial court entered summary judgment in favor of Buchwald Jewelers, awarding damages of $14,600.00, plus interest and costs.
Appellant UPS contends that Buchwald Jewelers ratified UPS’ action because Buchwald Jewelers knew of the contractual limitation upon UPS to accept cash only, but it nevertheless accepted and deposited a form of payment not in conformity with the contractual terms. We disagree.
Before one may infer that a principal ratified the unauthorized act of his agent, the evidence must demonstrate that the principal was fully informed and that he approved of the act. Ball v. Yates, 158 Fla. 521, 29 So. 2d 729 (1946), cert. denied, 332 U.S. 774, 68 S.Ct. 66, 92 L.Ed. 359 (1947); Pedro Realty, Inc. v. Silva, 399 So. 2d 367 (Fla. 3d DCA 1981); Bach v. State Board of Dentistry, 378 So. 2d 34 (Fla. 1st DCA 1979); G & M Restaurants Corp. v. Tropical Music Service, Inc., 161 So. 2d 556 (Fla. 2d DCA 1964). In the instant case Buchwald Jewelers accepted the cashier’s check without knowledge that UPS had acted contrary to its express instructions. Since it was undisputed that Buchwald Jewelers was not fully informed, UPS’ ratification defense fails as a matter of law.
For the foregoing reasons and based upon the authorities cited, the final summary judgment in favor of Buchwald Jewelers is affirmed.
Affirmed.
. "C.O.D. ‘Collect on delivery.’ These letters import the carrier’s liability to the consignor to collect the cost of the goods from the consignee, and, if not collected, to return the goods to the consignor." BLACK’S LAW DICTIONARY 233 (5th ed. 1979).
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Martha A. Gottfried, Inc. v. Amster, 511 So. 2d 595 (Fla. 4th DCA 1987)…that the sellers were even aware of this agent’s involvement until after the fact. See Ball v. Yates, 158 Fla. 521, 29 So. 2d 729 (1946), cert. denied, 332 U.S. 774, 68 S.Ct. 66, 92 L.Ed. 359 (1947); United Parcel Service, Inc. v. Buchwald Jewelers, 476 So. 2d 772 (Fla. 3d DCA 1985). Nor was [*601] there proof that the sellers at any time had notice of the representations of the broker or the fact that the broker had not disclosed the contingency. Therefore, we reverse the award of damages against Martha A.…
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United Parcel Serv., Inc. v. World Time Corp. OF Am., 556 So. 2d 1223 (Fla. 4th DCA 1990)…ndustries, Inc. v. Mercury Motors, 72 Misc.2d 55, 337 N.Y.S.2d 918, 921-22 (N.Y. Civ.Ct.1972); Silver Creations, Ltd. v. United Parcel Service, Inc. 133 N.J.Super. 543, 337 A. 2d 641 (1975); compare, United Parcel Service, Inc. v. Buchwald Jewelers, 476 So. 2d 772 (Fla. 3rd DCA 1985); contra, Streiff Jewelry Co. v. United Parcel Service, Inc., 670 F.Supp. 341, vacated 679 F.Supp. 7 (S.D.Fla.1988). REVERSED AND REMANDED WITH INSTRUCTIONS. DELL and WALDEN, JJ., concur. POLEN, J., concurs specially with opini…
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Nat'l Auto Lenders, Inc. v. Syslocate, Inc., 686 F. Supp. 2d 1318 (S.D. Fla. 2010)…Cir.1991). “Before one may infer that a principal ratified the unauthorized act of his agent, the evidence must demonstrate that the principal was fully informed and that he approved of the act.” United Parcel Serv., Inc. v. Buchwald Jewelers, 476 So.2d 772, 773 (Fla. 3d DCA 1985). The May Agreements dis appeared from Defendants’ website after Plaintiffs agents clicked through to accept them. Those authorized to accept the May Agreements were not aware that they existed until Defendants filed the insta…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Ball v. Yates, 158 Fla. 521 (Fla. 1946)
- Bach v. Fla. State Bd. OF Dentistry, 378 So. 2d 34 (Fla. 1st DCA 1979)
- Pedro Realty Inc. v. Silva, 399 So. 2d 367 (Fla. 3d DCA 1981)
- Halstead v. Indus. Accident Comm'n, 332 U.S. 774 (U.S. 1947)
- G & M Rests. Corp. v. Tropical Music Serv., Inc., 161 So. 2d 556 (Fla. 2d DCA 1964)