SOHO OCEAN RESORT TRS, LLC
v.
PG SECURITY, INC.
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Soho Ocean Resort TRS, LLC appealed a circuit court decision against it in a contract dispute with PG Security, Inc. The Fourth District Court of Appeal affirmed the lower court's judgment, applying established agency law principles regarding an agent's disclosure obligations.
An agent cannot avoid personal liability on a contract merely by disclosing that an agency exists; the agent must also disclose the principal's identity. A trade name is not necessarily sufficient disclosure to protect an agent from personal liability.
[1] An agent negotiating a contract on behalf of a principal must disclose both the fact of agency and the identity of the principal by name; disclosure of a trade name alone…
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Join FLexlaw to unlock all legal intelligence“In order for an agent to avoid personal liability on a contract negotiated in his principal's behalf, he must disclose not only that he is an agent but also the identity of his principal”
Establishes the core holding that disclosure of agency status alone is insufficient; the principal's identity must also be disclosed
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Join FLexlaw to unlock all legal intelligenceThe case involves a contract dispute between Soho Ocean Resort TRS, LLC and PG Security, Inc. The specific factual circumstances underlying the disput…
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PER CURIAM.
Affirmed. See Van D. Costas, Inc. v. Rosenberg, 432 So. 2d 656, 658 (Fla. 2d DCA 1983) (“In order for an agent to avoid personal liability on a contract negotiated in his principal’s behalf, he must disclose not only that he is an agent but also the identity of his principal . . . . It is not the third person’s duty to seek out the identity of the principal; rather, the duty to disclose the identity of the principal is on the agent. The disclosure of an agency is not complete for the purpose of relieving the agent from personal liability unless it embraces the name of the principal . . . . Furthermore, the use of a tradename is not necessarily a sufficient disclosure of the identity of the principal and the fact of agency so as to protect the agent against personal liability.”) (quoting 3 Am. Jur. 2d Agency § 320 (1962)). KLINGENSMITH, C.J., GROSS and FORST, JJ., concur. * * * Not final until disposition of timely filed motion for rehearing.