RAPHAEL PREZIOSO, INDIVIDUALLY AND FOR THE USE AND BENEFIT OF C-P DEVELOPMENT AND CONSTRUCTION COMPANY, APPELLANTS,
v.
LOME A. CAMERON, JR., C-P DEVELOPMENT AND CONSTRUCTION COMPANY, AYNSLEE M. CAMERON, CAPITAL S.B.I.C. INC., AND BARBARA COHEN, ESTHER COHEN, AND STUART COHEN, AS CO-PERSONAL REPRESENTATIVES OF THE ESTATE OF I. CUTTER COHEN, APPELLEES
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A third party can rely on a corporate officer's apparent authority to mortgage corporate property unless there is fraud in the transaction.
[1] A corporation may execute instruments conveying, mortgaging, or affecting its lands by instruments signed in its name by its president or any vice president or chief exec…
[2] A third party transacting business with a corporation is permitted to rely on an officer's status within the corporation as sufficient power to bind the corporation in th…
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Join FLexlaw to unlock all legal intelligenceShareholders of a corporation sued to void a mortgage executed by two other shareholders/officers. The lender filed a separate foreclosure action, and…
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PER CURIAM.
Appellant challenges the entry of summary final judgment against C-P Develop ment and Construction Co. (C-P) in a mortgage foreclosure action. We affirm.
Appellant is a 50% shareholder in C-P Development and served as the company’s secretary during the time pertinent to this appeal. Lome Cameron is a 50% shareholder and served as president of the company. Cameron and his wife executed mortgages on property owned by C-P in favor of appellee, Capital S.B.I.C., Inc., in exchange for a loan to C-P. The Camer-ons executed the mortgage instruments individually and in their capacities as president (Lome) and directors (Lome and Ayn-slee). A check for the loan proceeds was issued in the name of C-P. Some time later appellants sued the Camerons, and Capital, alleging that the Camerons lacked corporate authorization to mortgage the property and that Capital knew or should have known that they lacked the authority. In addition to other relief, appellants sought to quiet title to the mortgaged property and to void the mortgage. Capital filed a separate action to foreclose the mortgage and, upon appellants’ motion the two suits were consolidated. Eventually, the trial court granted a summary final judgment of foreclosure in favor of Capital.
Appellants’ chief contention on appeal is that Capital had a duty to inquire into the authority of the Camerons to mortgage property on behalf of the corporation. However, according to section 692.01, Florida Statutes (1989):
Any corporation may execute instruments conveying, mortgaging, or affecting any interest in its lands by instruments sealed with the common or corporate seal and signed in its name by its president or any vice president or chief executive officer_ No corporate resolution need be recorded to evidence the authority of the person executing the deed, mortgage, or other instrument for the corporation, and an instrument so executed shall be valid whether or not the officer signing for the corporation was authorized to do so by the board of directors, in the absence of fraud in the transaction by the person receiving it.
(Emphasis added). In Snead v. U.S. Trucking Corp., 380 So. 2d 1075 (Fla. 1st DCA), petit. rev. denied, 389 So. 2d 1116 (Fla.1980), the court noted that the practical purpose of section 692.01 is to allow third parties who transact business with corporations in an honest fashion to have confidence that the transactions are valid. Id. at 1080. We agree. As this section indicates, the officers of a corporation are vested with apparent authority to conduct the corporation’s business. Absent fraud on her part, a party doing business with a corporation is permitted to rely on the officer’s status within the corporation as sufficient power to bind the corporation in the execution of mortgage instruments.
In this case, the record is void of evidence that Capital was guilty of fraud in the transaction. That fact coupled with the fact that Lome Cameron was the president of C-P and signed the subject mortgages in that capacity, supports the trial court’s holding that section 692.01 granted Capital the legal right to rely on Lome Cameron’s signature.
Appellants cite American Business Credit Corp. v. First State Bank of Lantana, 385 So. 2d 1080 (Fla. 4th DCA 1980), for the proposition that, under certain circumstances, a lending institution may have a duty to inquire into the authority of a corporate president to pledge his corporation’s assets as security for a personal loan. However, here, unlike American, it is undisputed that the loan was not a personal one. In fact, the checks from Capital were made out to C-P Corporation. The obvious inference from these facts is that the money derived from the mortgage was intended for corporate purposes. Unlike the circumstances in American, there was no indication here that the mortgage was intended to raise personal funds.
In American, the court noted that while a corporate officer ordinarily cannot pledge assets of his corporation to secure a loan unless authorized to do so by the articles of incorporation, he can do so under certain circumstances. See 62 A.L.R.2d 712 et seq. Moreover, section 692.01 specifically addresses the right of third parties to rely on a corporate officer’s authority to bind the corporation. Finally, section 692.01 was not relied upon by the parties in American or discussed in the opinion.
In light of the procedure undertaken here, we find no error by the trial court in concluding that Capital could rely on the representation and confirmation of Lome Cameron’s position. Although there is an issue of Aynslee Cameron’s capacity as a director, the statute requires only the signature of a single corporate officer. Consequently, whether she was or was not a director of C-P Corporation is not, in our view, a material issue as to the validity of the mortgage. We also reject appellant’s claims of procedural irregularities in the entry of summary judgment.
In light of the foregoing analysis, we affirm the trial court’s entry of summary final judgment.
ANSTEAD, STONE and POLEN, JJ., concur.
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Ocean Bank OF Miami v. Inv-Uni Inv. Corp., 599 So. 2d 694 (Fla. 3d DCA 1992)…t purpose. There it was held that a bank breached a duty to inquire where the corporation’s president pledged corporate assets to secure a personal loan. The American decision made no mention of section 692.01. In a later case, Prezioso v. Cameron, 559 So. 2d 423 (Fla. 4th DCA 1990), the same court, construing the statute, concluded that a bank had no duty to inquire where the corporate officer executed a mortgage to secure a loan obtained on behalf of the corporation with the proceeds going to the same corp…
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Radison Props., Inc. v. Flamingo Groves, Inc., 767 So. 2d 587 (Fla. 4th DCA 2000)…tive officer, or any corporate officer, that the last sentence, referring to fraud, must also deal with actions taken by an officer. Both parties cite Ocean Bank of Miami v. Inv-Uni Inv. Corp., 599 So. 2d 694 (Fla. 3d DCA 1992); Prezioso v. Cameron, 559 So. 2d 423 (Fla. 4th DCA 1990); and Snead v. United States Trucking Corp., 380 So. 2d 1075 (Fla. 1st DCA), rev. denied, 389 So. 2d 1116 (Fla.1980). In each of these cases, the fraudulent act involved an action taken by someone in the position of an officer and…
Authorities Cited
- Snead v. United States Trucking Corp., 380 So. 2d 1075 (Fla. 1st DCA 1980)
- Am. Bus. Credit Corp., Inc. v. The First State Bank OF Lantana, 385 So. 2d 1080 (Fla. 4th DCA 1980)