ANTHONY F. BALZEBRE ET AL., APPELLANTS,
v.
KAYE PEARSON ET AL., APPELLEES
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Plaintiffs appealed a summary judgment dismissing their action to enforce a right of first refusal on real estate. The court affirmed, holding that the letter of first refusal was improperly executed, fraudulently altered, and could not bind the corporation because it was signed by an individual officer without authority and the court found the document null and void.
The letter of first refusal was null and void as a matter of law because it was fraudulently acknowledged, notarized, and witnessed. Moreover, it could not bind the corporation because Pearson signed it individually without express or apparent authority or ratification, and no consideration supported any personal liability on Pearson.
[1] A letter of first refusal signed by an individual, who is an officer of a corporation, is not binding on the corporation when not signed on behalf of the corporation and…
[2] A document that is improperly and fraudulently acknowledged, notarized, and witnessed is null and void without legal effect.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“the letter of intent, upon which plaintiffs' complaint is based, was improperly and fraudulently acknowledged, notarized and witnessed and was null and void without legal effect”
Establishes the court's holding that the altered document was legally ineffective due to fraudulent modifications.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceOn October 7, 1971, defendant Kaye A. Pearson signed a letter of first refusal to plaintiff Anthony Balzebre regarding property titled in Pearson Deve…
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In these consolidated cases on appeal, plaintiffs-appellants seek review of the lower court’s final summary judgment entered against them in an action to enforce a right of first refusal on the purchase of real estate.
Basically, the case involves defendant Kaye A. Pearson who on October 7, 1971 signed a letter of first refusal to plaintiff Anthony Balzebre on property in which the title was vested in Pearson Development Corporation. Pearson was secretary of the corporation and owned a one-half interest therein. However, the letter of first refusal was signed by Pearson as an individual and not in behalf of the corporation. Thereafter, on April 28, 1972 defendant Pearson Corporation entered into a contract for sale of the subject property with defendant 2600 Douglas, Inc. On May 1, 1972 Balzebre altered the letter of first refusal by having added an acknowledgment and notarization. Further, on the following day he had the letter witnessed by two individuals who were not present at the time of execution. Thereafter, Bal-zebre assigned the letter to his wife, Dorothy. Appellants alleged that they were not given an opportunity to exercise their right of first refusal and filed suit seeking specific performance, damages, injunctive relief, and declaratory judgment.
The court below as a matter of law concluded that the letter of intent, upon which plaintiffs’ complaint is based, was improperly and fraudulently acknowledged, notarized and witnessed and was null and void without legal effect.
The letter of first refusal was signed by Kaye Pearson as an individual and not in behalf of the Pearson Development Corporation. In addition, there was neither authority, express or apparent, nor ratification. Therefore, the letter of first refusal is not binding on the corporation and, consequently, the collateral issues raised by the appellants with regard to their action for specific performance are put to rest. McKnight v. Hialeah Race Course, Inc., Fla.App.1970, 242 So.2d 478; Florida Capital Corp. v. Robert J. Bisset Constr., Inc., Fla.App.1964, 167 So.2d 595; 1 Fla.Jur. Agency § 35 (1955).
Further, at the time Pearson signed the first refusal individually, title to the property was vested in the Pearson Corporation and Balzebre had knowledge of this fact. Additionally, the record reflects that there was no consideration between Bal-zebre and Pearson for Pearson giving the refusal letter. Therefore, any personal liability on the part of Pearson to respond in damages to Balzebre is precluded. See Restatement (second) of Agency § 329 (1951).
We have considered plaintiffs’ othei points on appeal and find them to be without merit. Accordingly, the judgment herein appealed is affirmed.
Affirmed.
(concurring in part and dissenting in part).
I concur in the affirmance of the summary final judgment for all the appellees except the defendant Kaye A. Pearson. As to that defendant I would hold- that there is a genuine issue of fact upon the issue of the existence of consideration for the promise of a first refusal upon the sale of the property.
[*429] PEARSON, Judge
(concurring in part and dissenting in part).
I concur in the affirmance of the summary final judgment for all the appellees except the defendant Kaye A. Pearson. As to that defendant I would hold-that there is a genuine issue of fact upon the issue of the existence of consideration for the promise of a first refusal upon the sale of the property.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Balzebre v. 2600 Douglas, Inc., 273 So. 2d 445 (Fla. 3d DCA 1973)…n Case No. 72-1020. Thus, as to Case No. 72-1020 we reverse and as to Case No. 72-1021 we affirm. . Balzebre v. 2600 Douglas, Inc., Fla.App.1972, 270 So. 2d 433; Balzebre v. Pearson, Fla.App.1973, 271 So. 2d 788; Balzebre v. Pearson, Fla.App.1973, 273 So. 2d 427 (Case Nos. 72-1024, 72-1025, 72-1026, 3d D.C.A., opinion filed February 14, 1973); Balzebre v. Pearson, Fla.App.1973, 273 So. 2d 429. . See Balzebre v. Pearson, Fla.App.1973, 273 So. 2d 427 (Case Nos. 72-1024, 72-1025, 72-1026, 3d D.C.A., opinion f…1 / 2
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Balzebre v. Kaye A. Pearson, 273 So. 2d 429 (Fla. 3d DCA 1973)…s. Several aspects of the litigation between these parties have been before this court. See Balzebre v. 2600 Douglas, Inc., Fla.App.1972, 270 So. 2d 433; Balzebre v. Pearson, Fla.App. 3rd 1973, 271 So. 2d 788; Balzebre v. Pearson, Fla.App. 3rd 1973, 273 So. 2d 427. The sum of these decisions is that the appellants have been determined not to have the rights they attempt to assert in the cause which was before the trial court and on which the summary judgment was entered. Therefore, upon authority of the opini…
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Balzebre v. 2600 Douglas, Inc., 291 So. 2d 32 (Fla. 3d DCA 1974)…miss the amended counterclaim of the counterplain-tiff-appellee and denied objections to interrogatories which had been interposed by the appellee. This cause has had several previous appearances in this court. See Balzebre v. Pearson, Fla.App.1973, 273 So. 2d 427; Balzebre v. 2600 Douglas, Inc., Fla.App.1973, 273 So. 2d 445; Balzebre v. Pearson, Fla.App.1973, 273 So. 2d 429. [*33] Appellants have presented two points on appeal corresponding to the two aspects of the order mentioned above. We hold that neithe…
Authorities Cited
- Fla. Cap. Corp. v. Robert J. Bissett Constr., Inc., 167 So. 2d 595 (Fla. 2d DCA 1964)
- McKNIGHT v. Hialeah Race Course, Inc., 242 So. 2d 478 (Fla. 3d DCA 1970)