ITD INDUSTRIES, INC., A FLORIDA CORPORATION; AND JOSEPH J. O'BRIEN, INDIVIDUALLY, APPELLANTS,
v.
BUSINESS RESOURCE GROUP, INC., A FLORIDA CORPORATION, APPELLEE
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ITD Industries and its founder Joseph O'Brien appealed a jury verdict finding them jointly and severally liable for a broker's fee. The appellate court affirmed the finding of ITD's liability but reversed the trial court's determination of O'Brien's individual liability, holding the trial court abused its discretion by refusing to submit a jointly proposed jury instruction on the disputed issue of whether O'Brien signed the broker agreement in his individual or representative capacity.
The trial court abused its discretion by refusing to submit the jointly proposed instruction and verdict form on the disputed factual issue of O'Brien's capacity in signing. ITD's liability for the broker's fee is affirmed, but O'Brien's individual liability is reversed, and the question of his individual liability must be presented to a trier of fact on remand.
[1] A trial court abuses its discretion by denying a jointly submitted jury instruction and verdict form that would allow the jury to determine individual liability on a disp…
[2] When a party signs an agreement without clearly indicating whether the signature is in a representative or individual capacity, the capacity in which the signature was ma…
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“In the present case, the trial court abused its discretion when it took a disputed issue of fact from the jury's consideration and refused to present the jointly submitted instruction and verdict form to the jury.”
The court's holding that the trial court exceeded its discretion by refusing to submit the parties' agreed upon instruction on a material factual dispute.
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Join FLexlaw to unlock all legal intelligenceO'Brien founded ITD in 1973. In 1995, ITD decided to sell the business and engaged Business Resource Group as a broker. The broker's engagement agreem…
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SALCINES, Judge.
ITD Industries, Inc., and Joseph J. O’Brien appeal the jury verdict which held them to be jointly and severally liable to Business Resource Group, Inc., for breach of a broker’s engagement agreement. We hold that the trial court abused its discretion when it denied the jointly submitted request of the parties to present a jury instruction and verdict form on the issue of the individual liability of ITD and O’Brien. We affirm in part, reverse in part, and remand.
' O’Brien founded ITD in 1973. In the early 1990’s, O’Brien and ITD made the decision to sell the business. In June 1995, Business Resource Group (“Broker”) agreed to locate a purchaser for the company and drafted a broker’s engagement agreement. The agreement was presented to O’Brien, who at the time was the chairman and chief executive officer of the company. The agreement identified the company to be sold as ITD Industries, Inc., and set forth the company name, address, and telephone number. Directly thereunder was a signature line which stated “ACCEPTED BY” after which the signature of Joseph J. O’Brien appeared. O’Brien did not make a notation to indicate whether the agreement was signed by him in his representative capacity as chairman or CEO of ITD or whether the document was signed by O’Brien in his individual capacity.
Eventually, ITD was sold for more than $12 million to a purchaser who had been introduced to the company and O’Brien by the Broker. Under the terms of the agreement, the Broker was entitled to a broker’s fee. When payment was not forthcoming, the Broker filed a complaint against ITD and O’Brien, individually, seeking the fee.
At trial, conflicting evidence was presented concerning the capacity in which O’Brien had signed the engagement agreement. At the time jury instructions were prepared, the parties jointly submitted proposed instructions and a verdict form to the trial court which required the jury to make a specific determination of individual liability with respect to ITD and O’Brien for the broker’s fee. The trial court rejected the proposed instruction and verdict form and made a determina tion that O’Brien had not signed the document in his corporate capacity. The trial court held that if there was liability under the agreement, O’Brien was individually liable for the broker’s fee. The jury was presented with an instruction and verdict form that had been drafted by the trial court itself which delineated joint and several liability.
A trial court is afforded broad discretion in formulating appropriate jury instructions and its decision should not be reversed unless the error resulted in a miscarriage of justice or the instruction was reasonably calculated to confuse or mislead the jury. A decision to give or withhold a jury instruction is reviewed under an abuse of discretion standard. See Barton Protective Servs., Inc. v. Faber, 745 So. 2d 968, 974 (Fla. 4th DCA 1999). In the present case, the trial court abused its discretion when it took a disputed issue of fact from the jury’s consideration and refused to present the jointly submitted instruction and verdict form to the jury.
Accordingly, we affirm the award of $563,684.80 to the Broker and the jury finding that ITD is liable for that fee, but reverse the trial court’s determination that O’Brien is liable for this sum individually. On remand, the issue of O’Brien’s individual liability shall be presented to the trier of fact. As there was no other reversible error, in all other respects the judgment is affirmed.
Affirmed in part, reversed in part, and remanded for further proceedings.
BLUE, A.C.J., and DAVIS, J., Concur.
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Petrucelli v. State, 855 So. 2d 150 (Fla. 2d DCA 2003)…specific instruction with respect to Crystal Crocker’s ability to give consent. It is well established that a trial court has broad discretion in deciding whether to give or withhold a jury instruction. See ITD Indus. Inc. v. Bus. Res. Group, Inc., 779 So. 2d 532, 534 (Fla. 2d DCA 2000). “In order to be entitled to a special jury instruction, a defendant must prove that the special instruction was supported by the evidence, was a correct statement of the law and was not confusing or misleading, and the stand…
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Philip Morris USA, Inc. v. Duignan, 243 So. 3d 426 (Fla. 2d DCA 2017)…Douglas Duignan was required to have relied on "a statement" by PM or Reynolds in order for the Estate to prevail. We review a trial court's decision to give or withhold a jury instruction for abuse of discretion, ITD Indus., Inc. v. Bus. Res. Grp., 779 So. 2d 532, 543 (Fla. 2d DCA 2000), but will find such an abuse of discretion and reverse when an instruction is misleading and may have caused the jury to reach a result it otherwise would not have reached, [*439] Citizens Prop. Ins. Corp. v. Salkey, 190 So.…
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CDS Holdings I, Inc. v. Corp. Co. OF Miami, 944 So. 2d 440 (Fla. 3d DCA 2006)…here was a contract between Marchesa Serra and Shutts & Bowen, and separately asked whether there was a contract between CDS I and CDS II and Shutts & Bowen. Notably, the defendants’ reliance on ITD Industries, Inc. v. Business Resource Group, Inc., 779 So. 2d 532 (Fla. 2d DCA 2000), is misplaced. In ITD, the trial court itself found that if there was liability under the contract, the president was automatically liable in his corporate capacity. Id. at 534. Conversely, in this case, the jury was separately as…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Barton Protective Servs., Inc. v. Faber, 745 So. 2d 968 (Fla. 4th DCA 1999)