DSA GROUP, INC., A FLORIDA CORPORATION, APPELLANT,
v.
LAWRENCE GONZALEZ, INDIVIDUALLY, D/B/A 620 MADISON LTD., AN UNREGISTERED LIMITED PARTNERSHIP, APPELLEE
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DSA Group sued Lawrence Gonzalez for breach of a contract for engineering and architectural services. Gonzalez signed the contract as purported president of a nonexistent limited partnership, and the trial court found he was not personally liable because the parties intended to contract with an existent but misdescribed corporation. The appellate court affirmed.
Defendant was not personally liable under the contract because evidence supported that the parties intended to contract with an existent but misdescribed corporation, not with the nonexistent limited partnership named in the contract, and plaintiff knew the entity was misdescribed.
[1] Parol evidence is admissible to show the capacity in which a party signed a contract, particularly when the entity for which the party purports to sign is nonexistent.
[2] A party signing a contract on behalf of a nonexistent entity may not be personally liable if there is evidence that the other party knew the entity was misdescribed and i…
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Join FLexlaw to unlock all legal intelligence“We cannot conclude that there was insufficient competent evidence on the basis of which the trial court could, and did, determine that defendant was not to be personally liable under the contract which plaintiff prepared and which defendant signed as purported president of a nonexistent limited partnership "or assigns."”
Establishes the fundamental holding that the trial court properly found defendant not personally liable based on competent evidence.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceDSA Group performed engineering and architectural services for real property development and prepared a contract for those services. Gonzalez signed t…
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LEHAN, Judge.
We affirm the judgment in favor of defendant in this suit for breach of a contract for payment for engineering and architectural services performed by plaintiff in connection with the development of certain real property. We cannot conclude that there was insufficient competent evidence on the basis of which the trial court could, and did, determine that defendant was not to be personally liable under the contract which plaintiff prepared and which defendant signed as purported president of a nonexistent limited 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 (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 contract. In this case the entity named in the contract for which defendant purported to sign was nonexistent. But there was also in this case testimony of defendant which could be taken to have been to the effect that it was defendant’s intention, which had been communicated and agreed to by plaintiff, that the entity which was to do the development work, which did that work, which was to contract for plaintiffs services for that purpose, and on whose behalf it was intended by the parties that defendant sign the contract, was an existent corporation, not named in this suit, which had been formed shortly before the contract was executed. Thus, there was evidence which could be taken to have been to the effect that the entity on whose behalf defendant signed the contract was misdescribed, and was known by plaintiff to have been misdescribed, in the contract.
While plaintiffs evidence was strongly otherwise, we are not entitled to reweigh the evidence. Tsavaris v. NCNB National Bank, 497 So. 2d 1338 (Fla. 2d DCA 1986). Also, all of the evidence indicated that prior to the execution of the contract plaintiff had been willing to contract with a corporate entity and not with defendant personally.
Whether or not the trial court’s memorandum to counsel, which announced the court’s ruling, reflected evidence inaccurately is not determinative. The court’s fundamental conclusion reflected in that memorandum was that defendant was not to be personally bound under the contract. See Chase v. Cowart, 102 So. 2d 147, 150 (Fla.1958) (result in trial court must be affirmed if right, even if right for wrong reason).
Affirmed.
CAMPBELL, C.J., and SCHOONOVER, J., concur.
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Summit Consulting, Inc. v. J.J. Walsh Constr., Inc., 568 So. 2d 1290 (Fla. 2d DCA 1990)…owed. If the trial court had properly considered Mr. Rich’s testimony concerning his intention at the time he executed the instruments, we would not be allowed to reweigh the evidence and would, accordingly, affirm. See DSA Group, Inc. v. Gonzalez, 555 So. 2d 1234 (Fla. 2d DCA 1989); Tsavaris v. NCNB Nat’l Bank, 497 So. 2d 1338 (Fla. 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…
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Newsweek, Inc. v. Dep't OF Revenue OF THE State OF Fla., 689 So. 2d 361 (Fla. 1st DCA 1997)…ot on the basis of whether the trial court or chancellor traveled the proper route, used proper reasoning, or laid his conclusion on proper grounds, but rather on whether his conclusion is correct or incorrect. See also DSA Group, Inc. v. Gonzalez, 555 So. 2d 1234 (Fla. 2d DCA 1989); Whitney v. State, 184 So. 2d 207, 209 (Fla. 3d DCA)(applying “doctrine that even if the wrong reasons were given [but] the right result was obtained, the order here under review should be affirmed”), cert. denied mem., 192 So. 2d…
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Noonan v. Snipes, 569 So. 2d 1381 (Fla. 2d DCA 1990)…o substantial, competent evidence otherwise which supported the trial court’s ruling. Under these circumstances an appellate court is not entitled to reweigh the evidence which was already weighed by the trial court. See DSA Group, Inc. v. Gonzalez, 555 So. 2d 1234 (Fla. 2d DCA 1989); Tsavaris. Affirmed. SCHOONOVER, C.J., and RYDER and LEHAN, JJ., concur.…
Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Chase v. Faris Cowart, 102 So. 2d 147 (Fla. 1958)
- Tsavaris v. NCNB Nat'l Bank OF Fla. & Neofytos Theodore Tsangaris, 497 So. 2d 1338 (Fla. 2d DCA 1986)
- Landis v. Mears, 329 So. 2d 323 (Fla. 2d DCA 1976)
- Puckett v. Codisco, Inc., 440 So. 2d 596 (Fla. 2d DCA 1983)
- Akel v. Dooley, 185 So. 2d 491 (Fla. 2d DCA 1966)