HARRY EDWARDS, D/B/A POPLAR AVENUE NURSERIES, APPELLANT,
v.
RICHARD C. NAUGLE AND DADE COUNTY NURSERIES, INC., APPELLEES
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Payee of three checks sought to recover from both the corporation listed as maker and the individual who signed on behalf of the corporation. The trial court dismissed for failure to elect a single defendant, but the appellate court reversed, holding that a complaint may allege multiple defendants as alternative makers based on different factual theories.
A complaint may allege both defendants as makers based on alternative factual theories. Naugle could be liable as a maker based on his placement of his name on the check without official designation, while the corporation could be liable as maker through proof of proper execution, without requiring plaintiff to elect a single defendant at the pleading stage.
“The complaint made a case against Naugle by showing he placed his name on the checks along with the name of the corporation but without any official designation to his name.”
Establishes that Naugle's signature without official designation creates liability as a maker under § 674.22.
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Join FLexlaw to unlock all legal intelligenceHarry Edwards received three checks totaling $2,070 signed as follows: 'DADE COUNTY NURSERIES, INC.' followed by Richard C. Naugle's signature with no…
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The appellant was the payee on three checks aggregating $2,070, on which the appellees appeared, at the place for signature of the maker, as follows:
“DADE COUNTY NURSERIES, INC.
(sg) Richard C. Naugle”
The payee filed an action against the corporation and Naugle to recover the amount of the checks. It was alleged that Naugle was the president of the corporation and had authority to and did bind it. Defendants moved to dismiss. The motion was granted and the cause was dismissed with prejudice. The ground set out in the order of dismissal was that “a cause of action could not be stated against both the Defendants Richard C. Naugle and Dade County Nurseries, Inc., in the same complaint, and the Court having granted leave to file an Amended Complaint only on the condition that the Plaintiff (a) make an election as to which Defendant he wished to proceed against, or (b) amend his complaint to plead against the Defendants in the alternative, and it appearing tO' the Court that the Plaintiff wishes to stand on his Amended Complaint as drawn and refuses to plead further, * *
The complaint made a case against Naugle by showing he placed his name on the checks along with the name of the corporation but without any official designation to his name. Section 674.22, Fla.Stat., F.S.A.; Betz v. Bank of Miami Beach, Fla.1957, 95 So.2d 891. Also, the allegations of the complaint as amended were sufficient to state a cause of action against the corporation as a maker.
The appellant argued, and we agree, the trial court was in error in concluding that on the facts disclosed the complaint could not state a cause of action against both defendants as makers, but only against one or the other. It does not follow, and we do not hold that both defendants can be proved liable. Naugle’s liability as a maker may exist without regard to any evidence of his office or authority in the cor-*367poratiori. Betz v. Bank of Miami Beach, supra. The corporation may be shown to be liable by proof of the allegations referred to. Section 674.21, Fla.Stat., F.S.A. Naugle’s status, left unexplained, could render him liable, but then there would be absence of proof of due execution by the corporation. On the other hand, if plaintiff presents evidence showing Naugle’s office in the corporation and that he had authority to and did sign for the purpose of binding it, such evidence would implicate the corporation but exculpate Naugle.
Accordingly, the order of dismissal is reversed and the cause is remanded for further proceedings not inconsistent herewith.
Reversed and remanded.
HENDRY, J., dissents.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Fischer v. Rodriguez-Capriles, 472 So. 2d 1315 (Fla. 3d DCA 1985)…d exculpate the signer. On the other hand, if the signer’s status is left unexplained he could be held liable, which would indirectly exculpate the corporation since there would be no proof of due execution by a corporate officer. Edwards v. Naugle, 142 So. 2d 365 (Fla. 3d DCA 1962). Contrary to appellee’s assertion, he cannot prevail on a theory of joint and several liability on the instrument but must establish Fischer’s individual obligation independent of the corporation’s obligation. We agree with appel…
Authorities Cited
- Betz v. Bank OF Miami Beach, 95 So. 2d 891 (Fla. 1957)