E & C COMPUTERS, INC., APPELLANT,
v.
ELIZABETH LIVINGSTON, ET AL., APPELLEES
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E & C Computers appealed the dismissal of its complaint seeking to hold two officers of MicroLine personally liable on a promissory note. The court affirmed dismissal, holding that because the officers signed in their representative capacities with the corporate principal clearly identified, only the corporation is liable on the note despite language in the note's body referencing multiple signers.
The court held that the officers are not personally liable. When an authorized representative signs an instrument that names the principal and shows the representative signed in a representative capacity, only the principal is liable. The language regarding multiple signers being jointly and severally liable applies only where more than one person executes as maker; here, both officers represented the same maker, MicroLine, and thus no personal liability attached.
[1] An authorized agent who signs an instrument in a representative capacity, naming the principal and showing the representative capacity, binds only the principal.
[2] A signature on an instrument is made in a representative capacity when the name of an organization is preceded or followed by the name and office of an authorized individ…
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Join FLexlaw to unlock all legal intelligence“When an authorized agent signs an instrument which names his principal, and the instrument shows that he signs in a representative capacity, the principal is liable thereon. A holder does not have the option of suing the signing agent or the principal. If the agent is authorized and discloses his representative capacity and identifies the principal, only the principal may be held liable.”
Establishes the controlling legal principle that personal liability cannot attach when an agent signs in representative capacity with principal identified.
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Join FLexlaw to unlock all legal intelligenceMicroLine of South Florida, Inc. executed a promissory note in the amount of $55,000. The note was assigned to E & C Computers, Inc. The promissory no…
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NESBITT, Judge.
MicroLine of South Florida, Inc. executed a promissory note to C & E Computers, Inc. Thereafter, C & E assigned the note to E & C Computers, Inc., the present holder and owner of the note. E & C appeals the dismissal of count 1 of its complaint against two of MicroLine’s officers, whom E & C claims signed the note in their personal capacities, thus ostensibly subjecting them to personal liability. We affirm the order under review.
The heading of the note contained the following:
MicroLine of South Florida, Inc. Promissory Note Maker : MicroLine of South Florida, Inc. City : Fort Lauderdale State : Florida Amount: $55,000 The signature block contained the following: Date : 10/1/89_ Maker: /s/ Elizabeth Livingston Pres. Elizabeth Livingston President Maker: /s/ Michael S. Statner Michael S. Statner Vice-President When an authorized agent signs an instrument which names his principal, and the instrument shows that he signs in a representative capacity, the principal is liable thereon. A holder does not have the option of suing the signing agent or the principal. If the agent is authorized and discloses his representative capacity and identifies the principal, only the principal may be held liable. 6 Ronald A. Anderson, Uniform Commercial Code § 3-403:72 (3d ed. 1993); see also § 673.403, Fla.Stat. (1991).
Section 673.403, tracking the language of section 3-403 of the Uniform Commercial Code, makes clear the limited liability assumed by a person signing in his or her representative capacity. That section provides:
2) An authorized representative who signs his own name to an instrument: (a) Is personally obligated if the instrument neither names the person represented nor shows that the representative signed in a representative capacity. (b) Except as otherwise established between the immediate parties, is personally obligated if the instrument names the person represented but does not show that the representative signed in a representative capacity. 3) Except as otherwise established the name of an organization preceded or followed by the name and office of an authorized individual is a signature made in a representative capacity. E & C points to language contained in the body of the note which it claims subjects the two company representatives to personal liability. This language states:
If more than one person executes this instrument as Maker, or Co-Maker such persons shall be jointly, severally and individually liable. E & C argues that the above language creates personal liability in the two company representatives because “more than one person” executed the instrument.
We disagree. By its explicit terms, the cited provision comes into play only where more than one person executes the instrument as maker. Here, there were simply two signers, both representing the same maker, Mi-croLine. Neither officer assumed individu al liability by the second corporate signature. Both officers clearly signed in their corporate capacities only. See § 673.-403(3), Fla.Stat. (1991); see also Anderson, supra, § 3-403:72 (“The fact that the body of the paper recites ‘we promise’ or declares that the signers are jointly and severally liable is not controlling. If the paper in fact is signed by the representative in a representative capacity and names the principal, the principal alone is liable on the paper.”) (footnote omitted).
Accordingly, the order under review is affirmed.
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Kanov v. Jean Bitz, M.D., 660 So. 2d 1165 (Fla. 3d DCA 1995)…48 So. 751 (1909); Philip Schwartz, Inc. v. Gold Coast Graphics, Inc., 623 So. 2d 819, 820 (Fla. 4th DCA 1993); Andrew H. Boros, P.A. v. Arnold P. Carter, M.D., P.A., 537 So. 2d 1134, 1135 (Fla. 3d DCA 1989); cf. E & C Computers, Inc. v. Livingston, 621 So. 2d 509, 510 (Fla. 3d DCA 1993) (holding that, under UCC § 3-403, signature of executive on note ostensibly on behalf of company did not subject executive to personal liability). As to defendant Jean Bitz, M.D., the controlling shareholder, sole officer a…