ANN M. SPEER, APPELLANT,
v.
STUART R. FRIEDLAND, APPELLEE
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Ann Speer appeals a judgment holding her personally liable on an insufficient funds check issued by Jimmy Speer's Auto Auction. The court reversed, finding that under the Uniform Commercial Code, the check was ambiguous regarding whether Speer signed in her representative capacity as treasurer, and parol evidence established she intended to sign only in that capacity.
The check was facially ambiguous as to Speer's capacity, making parol evidence admissible under the Uniform Commercial Code. Speer's testimony that she signed in her representative capacity overcame any presumption of personal liability, and Friedland failed to rebut this with evidence.
[1] An authorized representative signing their own name to a negotiable instrument is personally obligated if the instrument neither names the person represented nor shows th…
[2] Parol evidence is admissible to determine whether an agent signed a negotiable instrument in a representative capacity when the instrument is ambiguous on its face.
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Join FLexlaw to unlock all legal intelligence“An authorized representative who signs his own name to an instrument: (a) Is personally obligated if the instrument neither names the person represented nor shows that the representative signed in a representative capacity”
States the key rule under UCC § 673.3-403 governing when a representative is personally liable
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Join FLexlaw to unlock all legal intelligenceOn May 12, 1971, Friedland sold a car through Jimmy Speer's Auto Auction and received a check for $2,500. The check bore the business name, signatures…
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Appellant, Ann M. Speer, appeals a final judgment against her in her individual capacity. The judgment against Jimmy Speer’s Auto Auction, Inc. is not involved in this appeal.
On May 12, 1971, appellee Friedland sold a car owned by him through the facilities of Jimmy Speer’s Auto Auction, Inc. in Pi-nellas County and was given a check drawn against the auto auction account at Citizens National Bank of Orlando in the amount of $2,500.
On the face of the check, in the area for signatures, there appeared the following:
JIMMY SPEERS AUTO AUCTION
Bruce A. Ryals
Ann Marie Speer
The name of Bruce A. Ryals was in longhand, whereas the signature of Ann Marie Speer was affixed by a check-writing machine. There was no indication by either signature as to their affiliations with the Jimmy Speer’s Auto Auction. Printed at the margin of the check were the words “GUARANTEED CHECKS.” After deposit, the check was returned to Friedland marked “Insufficient Funds.”
At the trial of the case Mrs. Speer testified that she had authority to and did sign the check as treasurer of the company and that she never personally undertook to guarantee the check. During the trial the court granted a motion to dismiss the case against Ryals.
The lower court obviously relied on the case of Betz v. Bank of Miami Beach, Fla.1957, 95 So.2d 891, in holding that appellant signed the check in her individual capacity. In Betz, an action brought on promissory notes which recited joint and several obligations assumed by the signers, the Supreme Court held that there was no ambiguity in the notes as to Betz, and therefore parol evidence would not be considered.
The law which controlled the transactions in the Betz case was the Uniform Negotiable Instruments Law, Chapter 674 F.S. The transactions in the case sub jud-ice occurred in 1971, and therefore the Uniform Commercial Code, which succeeded the Negotiable Instruments Law, effective January 1, 1967, is applicable. Section 673.3-403 of the Commercial Code provides in part:
(2) An authorized representative who signs his own name to an instrument:
(a) Is personally obligated if the instrument neither names the person represented nor shows that the representative signed in a representative capacity;
(b) Except as otherwise established between the immediate parties, is personally obligated if the instrument names the person represented but does not show that the representative signed in a repre*86sentative capacity, or if the instrument does not name the person represented but does show that the representative signed in a representative capacity.
The comment to the New Uniform Commercial Code indicates that this section admits parol evidence in litigation between the immediate parties to prove signature by the agent in his representative capacity, where the instrument names the person represented but does not show that the person signed in a representative capacity. See comment under F.S. § 673.3-402 F.S. A.; 4A Fla.Jur., Bills, Notes, Etc., § 349; 23 A.L.R.3rd 932, 967; 11 Am.Jur.2d, Bills and Notes, § 558, p. 629. See also the comment in Schaufelberger v. Mister Softee, Inc., Fla.App.1972, 259 So.2d 175.
In the case sub judice the check signed by appellant was ambiguous on its face as to whether she had signed as a comaker or in a representative capacity. Pa-rol evidence was therefore admissible to show the intention of the parties.
Appellant testified that she never intended to sign the check in question in an individual capacity, but that she signed it in her representative capacity, which she had authority to do. Appellee produced no evidence to controvert this testimony. The presumption that she signed in a personal capacity was overcome by the manifest weight of the evidence. The burden then shifted to appellee to prove the issue by a preponderance of the evidence, unaided by the presumption, which he failed to do. Locke v. Stuart, Fla.App.1959, 113 So.2d 402; 13 Fla.Jur., Evidence, § 76.
The judgment appealed is therefore reversed.
Reversed.
LILES, Acting C. J., and McNULTY, J., concur.
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Havatampa Corp. v. Walton Drug Co., Inc., 354 So. 2d 1235 (Fla. 2d DCA 1978)…tiability.4 Where this ambiguity exists on the face of the note, parol evidence is admissible in litigation between the original parties to the note to establish the understanding of the parties at the time the note was executed. Speer v. Friedland, 276 So. 2d 84 (Fla. 2d DCA 1973); Dynamic Homes, Inc. v. Rogers, 331 So. 2d 326 (Fla. 4th DCA 1976). Subsection (3) of Section 673.403 provides one formula for the signature of an agent on behalf of his principal under which the agent cannot be found to be perso…
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Mizell v. Deal, 654 So. 2d 659 (Fla. 5th DCA 1995)…prove the date of delivery by a preponderance of the evidence, unaided by the presumption. Standing alone, the date of execution of the deed is not probative of the date of delivery of the deed or whether it was conditional. See Speer v. Friedland, 276 So. 2d 84 (Fla. 2d DCA 1973); In re Estate of Carpenter, 239 So. 2d 506 (Fla. 4th DCA 1970), affirmed in part, remanded in part, 253 So. 2d 697 (Fla.1971); Locke v. Stuart, 113 So. 2d 402 (Fla. 1st DCA 1959). Absent any direct proof concerning the date of del…
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Medley Harwoods, Inc. v. Novy, 346 So. 2d 1224 (Fla. 3d DCA 1977)…tatutory provision. In this connection, relevant parol evidence would be admissible at trial to show the intention of the parties as to whether Carl Novy signed the check in a representative capacity for Bel Aire Recreation, Inc. Speer v. Friedland, 276 So. 2d 84 (Fla.2d DCA 1973). As a final matter, we feel constrained to comment on a theory of liability which has been advanced by Medley Har-woods throughout the proceedings in this case and may continue to be urged before the trial court on remand. Medley…
Previewing 3 of 10 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Locke v. Stuart, 113 So. 2d 402 (Fla. 1st DCA 1959)
- Betz v. Bank OF Miami Beach, 95 So. 2d 891 (Fla. 1957)
- Reath v. State, 259 So. 2d 175 (Fla. 3d DCA 1972)