RHOADES ALDERSON, APPELLANT,
v.
FRANCIS I. DUPONT & COMPANY, A LIMITED PARTNERSHIP, AUTHORIZED TO AND DOING BUSINESS IN THE STATE OF FLORIDA, APPELLEE
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A Florida appellate court reversed a trial court's dismissal of a securities breach of contract claim, holding that the plaintiff's letter to his broker constituted a sufficient written memorandum under the state's statute of frauds to enforce an oral agreement for the purchase of 200 shares of stock.
The letter was a sufficient memorandum in writing under the statute's requirements. Upon receipt of the letter, if the broker denied the agreement existed, it was required to respond with written objection within ten days. The broker's failure to do so allowed Alderson to enforce the purchase terms.
[1] A writing in confirmation of a sale of securities is sufficient against the sender if it indicates a contract for sale of a stated quantity of described securities at a d…
[2] A party against whom enforcement of a securities sale contract is sought, who receives a sufficient writing in confirmation and fails to object in writing within ten days…
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Join FLexlaw to unlock all legal intelligence“The letter was a sufficient memorandum in writing to bind the sender [the appellant in the instant case], in accordance with subsection (1) of the statute as referred to in subsection (3) and, therefore, upon receipt of the letter it was incumbent upon the appellee [if it denied the existence of the agreement to sell] to respond within the time limitation provided in the statute and, failing to do so, the appellant had a right to enforce the terms of the purchase.”
This establishes the court's holding that the letter satisfied the statute of frauds and imposed a duty on the broker to respond within ten days or face enforcement of the agreement.
Previewing 1 of 2 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceRhoades Alderson had a securities account with Francis I. duPont & Company. An account executive offered him 200 shares of Cordis Corporation stock at…
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The appellant had a securities account with the appellee. He received a call from an account executive with the appellee, advising him he could have 200 shares of Cordis Corporation common stock for $55.-00 per share. The appellant accepted the offer and authorized a debit against his account for the purchase price. Later, he received a call advising him that there was no Cordis stock available. The appellant notified the appellee by phone demanding the stock. The next day he wrote to the appellee, advising it of the alleged transaction, demanding the stock.1 The letter was not responded to within ten days. When the stock was not forthcoming, the appellant filed the instant suit seeking damages for breach of contract. The trial court held that the letter, copied in full in footnote 1 of this opinion, was not a sufficient memorandum under the requirements of § 678.319(3), Fla.Stat.2 F.S.A. and dismissed the appellant’s cause by final judgment.
We find to the contrary. The letter was a sufficient memorandum in writing to bind the sender [the appellant in the in*712stant case], in accordance with subsection (1) of the statute as referred to in subsection (3) and, therefore, upon receipt of the letter it was incumbent upon the appellee [if it denied the existence of the agreement to sell] to respond within the time limitation provided in the statute and, failing to do so, the appellant had a right to enforce the terms of the purchase. See comments, Vol. 19C, F.S.A. (1966), p. 117.
Therefore, the final judgment here under review be and the same is hereby reversed with directions to grant the appellant a new trial.
Reversed and remanded, with directions.
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Phillips v. Zimring, 284 So. 2d 233 (Fla. 2d DCA 1973)…der, F.S., § 678.-8-319(3) F.S.A. to bind the appellees, and upon their failure to respond within ten days in accordance with the statute, appellant had a right to enforce the terms of the sale. Alderson v. Francis I. duPont & Company, Fla.App.1971, 251 So. 2d 710. The lower court also held that no sale had occurred because of non-compliance with, F.S., § 678.8-309 F.S.A. in that the stock certificates were never physically delivered by appellant to appellees. F.S., Section 678.8-309 F.S.A. is identical to…
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Khoshnou v. Paine, 525 So. 2d 977 (Fla. 5th DCA 1988)…he dispute if the defense fails, the plaintiff does not automatically win the case, but will be allowed to attempt to prove the contract and the breach. 549 F.Supp. at 669. Consistent with these holdings is Alderson v. Francis I. duPont & Company, 251 So. 2d 710 (Fla. 3rd DCA 1971). In Alderson, the statute of frauds was raised as a defense in a suit by a customer against a broker. The DCA reversed the trial court’s finding that a letter proved in that case was not a sufficient memoranda to defeat the defen…1 / 2
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Tipton v. Woodbury, 616 F.2d 170 (5th Cir. 1980)…ection (1). They contain all three required elements: a stated quantity (“22,330” by Lawson; “all” by Tipton) of described securities (shares of Bank of Pensacola stock) at a stated price ($20.50 per share).4 Alderson v. Francis I. duPont & Company, 251 So. 2d 710 (Fla.App.1971). There is no dispute that the defendant failed to send a written objection within ten days after its receipt. There remains, however, the question whether the letters were sent within a reasonable time. Questions of this sort are not…