ALFRED A. BEAN, APPELLANT,
v.
MITCHELL HARRIS, APPELLEE; JACK J. GELDBART, APPELLANT, V. MITCHELL HARRIS, APPELLEE
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This case involves an appeal from a judgment based on a directed verdict for the plaintiff in a contract action. The appellate court affirmed the lower court's decision, holding the defendants personally liable for the contract balance.
Yes, the defendants can be held personally responsible under the contract. The evidence did not show that the plaintiff agreed to look to the future corporation for payment instead of the contracting individuals.
“Whether defendants can, as a matter of law, be held personally responsible under a contract made with plaintiff for the benefit of a corporation not yet in existence where there is testimony that the plaintiff knew that such corporation was to be formed at a date in the future.”
This quote states the single point of appeal raised by the defendants.
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Join FLexlaw to unlock all legal intelligenceThe appellants (defendants) entered into a contract with the appellee (plaintiff) for the benefit of a corporation that was to be formed in the future…
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These above styled appeals were taken by the defendants below from an adverse judgment, based on a directed verdict for the plaintiff in an action ex contractu.
The transaction out of which the action arose is disclosed in this court’s opinion on the prior interlocutory appeal which was filed as to a question of jurisdiction, Harris v. Bean, Fla.App.1966, 182 So.2d 464. The amount recovered here was the balance due to appellee from the appellants on the contract described in the cited case.
The brief of the appellants presents' one point, viz: “Whether defendants can, as a matter of law, be held personally responsible under a contract made with plaintiff for the benefit of a corporation not yet in existence where there is testimony that the *369plaintiff knew that such corporation was to be formed at a date in the future.”
On consideration of the record we agree with the contentions advanced in the brief of the appellee that the evidence was not in conflict on any matter material to thel decision, and that there was an absence of evidence that the plaintiff agreed to look to a corporation to bei formed rather than to the contracting individuals for payment.
Affirmed.
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Int'l Design, Inc. v. Rubin's Franchises, Inc., 247 So. 2d 778 (Fla. 3d DCA 1971)…e subject of several appellate cases in Florida. In all of them it seems clear that the liability of the promoter is treated as primary, not as a guarantee, cf. Nichols v. Bodenwein, 107 Fla. 25, 146 So. 86, 659 (1932); Bean v. Harris, Fla.App.1968, 212 So. 2d 368; Akel v. Dooley, Fla.App.1966, 185 So. 2d 491; Katz v. Kenholtz, Fla.App.1962, 147 So. 2d 342. We hold that the contract in question is one which does not fall within the statute of frauds as a contract of guarantee. Plaintiff alleged that defendan…
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Ratner v. Cent. Nat'l Bank OF Miami, 414 So. 2d 210 (Fla. 3d DCA 1982)…fund for payment. Bryce v. Bull, 106 Fla. 336, 143 So. 409 (1932); Florida Air Conditioners, Inc. v. Colonial Supply, 390 So. 2d 174 (Fla. 5th DCA 1980); Vodopich v. Collier County Developers, Inc., 319 So. 2d 43 (Fla. 2d DCA 1975); Bean v. Harris, 212 So. 2d 368 (Fla. 3d DCA 1968), cert. denied, 219 So. 2d 699 (Fla.1968); Katz v. Kenholtz, 147 So. 2d 342 (Fla. 3d DCA 1962). See, e.g., International Design, Inc. v. Rubin's Franchises, Inc., 247 So. 2d 778 (Fla. 3d DCA 1971); § 607.397 Fla.Stat. (1979). The l…
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Vodopich v. Collier Cnty. Developers, Inc., 319 So. 2d 43 (Fla. 2d DCA 1975)…efendant relies, to mean that a promoter is relieved of personal liability if the person with whom he contracts merely has knowledge of the nonexistence of the corporate entity for whom the promoter purports to act. Bean v. Harris, Fla.App.3d, 1968, 212 So. 2d 368; Brown v. Smith, 2d Cir. 1934, 73 F. 2d 524; Restatement of Agency § 326 (1958). If such were true, then, with the corporation’s liability not arising until its adoption of the contract, the corporation would have an ingenious method of speculation…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Hamill v. Miodonski, 182 So. 2d 464 (Fla. 3d DCA 1966)