VINCENT MEDINA AND ALLIED TRANSPORTATION RESOURCES, INC., APPELLANTS,
v.
JAMES G. WYCHE, APPELLEE

Fla. 3d DCA | 2001-09-26
No. 3D00-3242
Before COPE and GODERICH JJ., and NESBITT, Senior Judge.
796 So. 2d 622 Florida District Court of Appeal, Third District (2001) Positive Treatment
Cited by 5 cases

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Holding

The court held that under the revised Uniform Commercial Code, an individual signing a corporate check without indicating representative status is not personally liable if the represented person is identified on the check. The court also noted a clerical error in the judgment against a corporation.


Headnotes

[1] A representative who signs the name of the representative as drawer of a check without indication of representative status is not liable on the check if the check is paya…

[2] Florida's Revised Article 3 of the Uniform Commercial Code, effective January 1, 1993, governs the personal liability of a representative signing a corporate check.

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Facts & Procedural History

The landlord obtained a judgment against Medina and his company for rent and for a corporate check signed by Medina. Medina argued he was not personal…

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Opinion of the Court
COPE, J.

COPE, J.

Vincent Medina and Allied Transportation Resources, Inc. appeal a final judgment entered after non-jury trial. We affirm in part and reverse in part.

We affirm the judgment for rent, and double rent, pursuant to section 83.06, Florida Statutes, against Medina and Allied. There was conflicting evidence regarding the rent claims, and the trial court resolved the conflict. The judgment is supported by competent substantial evidence. See Perez v. Marti, 770 So. 2d 284 (Fla. 3d DCA), review denied, 773 So. 2d 56 (Fla.2000).

The trial court also entered judgment against Medina and Allied on account of a check for insufficient funds in the amount of $34,348. The check indicates on its face that it was written on the account of First Delta Financial, a family corporation owned and controlled by Medina.1

Medina signed this check. His corporate title does not appear before his signature. ' Appellee James G. Wyche, the landlord, contended that Medina was personally liable because he signed the check without indicating his corporate capacity below his signature. Medina argues that he was not personally liable on account of having signed the check.

We conclude that Medina is not personally liable for the corporate check, which was written on September 9, 1998. Effective January 1, 1993, Florida adopted Revised Article 3 of the Uniform Commercial Code (“UCC”). Ch. 92-82, §§ 2, 60, 62, Laws of Fla. The revised statute provides, in part:

673.4021. Signature by representative

(3) If a representative signs the name of the representative as drawer of a check without indication of the representative status and the check is payable from an account of the represented person who is identified on the check, the signer is not liable on the check if the signature is an authorized signature of the represented person.

§ 673.4021(3), Fla. Stat. (1997).

The official comment makes clear that the revision is intended to address the situation now before us:

3. Subsection is directed at the check cases. It states that if the check identifies the represented person the agent who signs on the signature line does not have to indicate agency status. Virtually all checks used today are in personalized form which identify the person on whose account the check is drawn. In this case, nobody is deceived into thinking that the person signing the cheek is meant to be hable. This subsection is meant to overrule cases decided under former Article 3 such as Griffin v. Ellinger, 538 S.W. 2d 97 (Texas 1976).2

19B Fla. Stat. Ann. 149 (1993).

This UCC modification “puts the Code’s legal stamp of approval on the obvious intent of the transaction-that the company’s check binds only the company, even if an agent signs in her own name.” 2 James J. White and Robert S. Summers, Uniform Commercial Code § 16-5, at 86 (4th ed.1995); see 1 Patricia F. Fonseca and John R. Fonseca, The Law of Modem Commercial Practices § 6.56, at 6-104 (2d rev. ed.2000).3

The landlord relies on such cases as BBD Elec. Distribs., Inc. v. Magid, 673 So. 2d 80 (Fla. 3d DCA 1996) and Hind-Marsh v. Puglia, 665 So. 2d 1091 (Fla. 3d DCA 1995), but those cases involved checks written prior to January 1, 1993, which was the effective date of the new UCC provision. Ch. 92-82, § 62, Laws of Fla. We therefore reverse the judgment of $34,348 against Medina individually.

It also appears that there is a clerical error in the judgment. The judgment entered against Allied includes this $34,348 amount, but the check was actually written on the account of First Delta, not Allied. The judgment against Allied must be corrected as well.

Affirmed in part, reversed in part, and remanded for entry of a corrected judgment.

. First Delta was named as a defendant in this case, but is in bankruptcy. By virtue of the bankruptcy stay, no judgment was entered against First Delta.

. The Griffin decision held that where a corporate officer signed a check on a corporate account without indicating his corporate capacity, he was personally liable. 538 S.W. 2d at 98.

. In the trial court Medina argued that there should be no personal liability imposed on him for signing the corporate check, but did not advance the specific UCC analysis we adopt. Because it is facially clear that there is no basis under the current UCC provision to impose personal liability on one who signs a corporate check, we treat the issue as constituting fundamental error. See Security Bank, N.A. v. BellSouth Advertising & Publishing Corp., 679 So. 2d 795, 803 (Fla. 3d DCA 1996), approved, 698 So. 2d 254, 256 (Fla.1997).


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Cited By

  • Czajkowski v. State, 178 So. 3d 498 (Fla. 4th DCA 2015)
    …cial action. Any such thing is a benefit “not authorized by law.” 2. Case Law Two cases are useful in defining the plain meaning of what constitutes a benefit “not authorized by law,” as that phrase is used in section 838.016(1.) — State v. Brake, 796 So. 2d 622 (Fla.2001), and State v. Rodriquez, 366 So. 2d 167 (Fla.1978). We address each in turn. a. State v. Brake In Brake, our .supreme court examined a vagueness challenge to the phrase “for other than a lawful. purpose," as that phrase was used in sect…
  • BEO Mgmt. Corp. v. Horta, 314 So. 3d 434 (Fla. 3d DCA 2020)
    …note and check as a corporate representative of each corporation. See § 673.4021, Fla. Stat. 6 (2015). Unless the veils of the corporations are pierced, Mejia generally would not be personally liable on either instrument. See Medina v. Wyche, 796 So. 2d 622, 623 (Fla. 3d DCA 2001). To be entitled to summary judgment on the corporate veil issue, Experience and Caballe Horta were required to establish that no genuine issue of material fact existed, and further that: (i) Mejia dominated and control…
  • BIG Bang Miami Ent., LLC. v. Ayman Moumina, 137 So. 3d 1117 (Fla. 3d DCA 2014)
    …w that the account on which they were drawn belonged to Big Bang. Thus, as a matter of law, Big Bang was legally liable for these checks. Ojeda did not, however, bind himself by his signature on the Big Bang check. As this court in Medina v. Wyche, 796 So. 2d 622, 623 (Fla. 3DCA 2001), explained, the purpose of section 673.4021, is to confirm that a company’s check binds only the company, even if the company’s agent signs in his or her own name: The official comment [to Revised Article 3 of the Uniform Comm…

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