WILLIAM LADD, APPELLANT,
v.
AMOCO OIL COMPANY, A FOREIGN CORPORATION, APPELLEE
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William Ladd, president of Southern Transmissions of Sunrise, Inc., was held personally liable on a lease assignment based on the signature line reading "William Ladd — Individually and as President." The Florida District Court of Appeal reversed, holding that the ambiguous contract language and affidavits establishing lack of intent to incur personal liability precluded summary judgment.
The court reversed summary judgment and held that material issues of fact regarding intent exist, making the assignment contract ambiguous and unsuitable for summary judgment treatment on the personal liability issue.
[1] A contract's signature block, when read in conjunction with the entire contract, may create an ambiguity regarding personal liability despite the presence of the word "in…
[2] Summary judgment is inappropriate when material issues of fact exist regarding the parties' intent in executing a 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“We have no quarrel with the body of the law that holds that the use of the word "individually" creates personal liability. See for example Simpson v. Robinson, 376 So.2d 415 (Fla. 1st DCA 1979), cert. denied, 386 So.2d 641 (Fla.1980). However, we view the instant assignment contract as ambiguous and therefore not susceptible to summary judgment treatment.”
Establishes the court's acknowledgment of precedent while distinguishing the present case based on ambiguity
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceAMOCO Oil Company assigned its leasehold interest to Southern Transmissions of Sunrise, Inc., a Florida corporation. The four-page assignment contract…
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LETTS, Judge.
The trial court granted a final summary judgment holding a corporate officer personally liable under the terms of a lease assignment because in the signature portion of the assignment the word “individually” appeared. We reverse.
The American Oil Company (AMOCO), a Maryland corporation, assigned its leasehold interest in certain real estate to “Southern Transmissions of Sunrise, Inc., a Florida corporation.”1 The lease subsequently fell into default and AMOCO sued William Ladd, et al. The language of the four-page written assignment contained no verbiage to suggest anything other than an assignment between the two corporations. However, the signature of Southern Transmissions of Sunrise, Inc. read as follows:
SOUTHERN TRANSMISSIONS OF SUNRISE, INC.
by /s/ William Ladd
William Ladd — Individually and as President of Southern Transmissions of Sunrise, Inc. Attest: /s/ Gerald Gordon Secretary
Because of the use of the term “William Ladd — Individually,” AMOCO filed a motion for partial summary judgment on the issue of Mr. Ladd’s personal liability which was granted.
We have no quarrel with the body of the law that holds that the use of the word “individually” creates personal liability. See for example Simpson v. Robinson, 376 So. 2d 415 (Fla. 1st DCA 1979), cert. denied, 386 So. 2d 641 (Fla.1980). However, we view the instant assignment contract as ambiguous and therefore not susceptible to summary judgment treatment.
The assignment before us names only the two corporations as the contracting parties and the acknowledgment of the assignee President following the signature is also purely a corporate acknowledgment.2 Moreover, in the affidavit submitted in opposition to the motion for summary judgment, the President of the corporation set forth all of the facts and circumstances we have alluded to above, together with his denial of any intention to become personally liable. An accompanying affidavit from the secretary of the assignee likewise denied any intention as to personal liability.
We conclude material issues of fact as to intent exist in the instant case. Accordingly, the final summary judgment is reversed and this cause remanded for further proceedings.
REVERSED AND REMANDED.
DELL and WALDEN, JJ., concur. . Several other assignments occurred subsequently, but we set forth only the facts which we deem necessary to support our conclusion.
. There is no acknowledgment at all as to the secretary’s attestation.
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Raoul Vienneau v. Metro. Life Ins. Co., 548 So. 2d 856 (Fla. 4th DCA 1989)…fferent interpretations of the terms, see Rock-Weld Corporation of Puerto Rico v. Roch-Weld Equipment Corp. of Florida, 184 So. 2d 186, 187 (Fla. 3d DCA 1966), and Andress v. Bigman, 147 So. 2d 576 (Fla. 3d DCA 1962). See also Ladd v. Amoco Oil Co., 482 So. 2d 600, 601 (Fla. 4th DCA 1986) (where material issues of fact precluded final summary judgment). Cf. GAC Properties, Inc. v. Carmine, 258 So. 2d 466, 467 (Fla. 3d DCA 1971). . This court does not have the benefit of the entire Roy Jorgensen contract inas…
Authorities Cited
- Simpson v. Robinson, 376 So. 2d 415 (Fla. 1st DCA 1979)