ALDERMAN INTERIOR SYSTEMS, INC., A FLORIDA CORPORATION, APPELLANT,
v.
FIRST NATIONAL-HELLER FACTORS, INC., A CORPORATION, APPELLEE

Fla. 2d DCA | 1979-09-28
No. 79-51
OTT, Acting C. J., and DANAHY, J., concur.
376 So. 2d 22 Florida District Court of Appeal, Second District (1979) Positive Treatment
Cited by 13 cases

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Synopsis

Alderman Interior Systems appealed a judgment entered against it as a guarantor of Esquire Carpet Distributors' debt to First National-Heller Factors. The appellate court reversed, holding that Heller failed to prove essential elements of the underlying goods-sold-and-delivered claim against the original debtor, and therefore could not recover from the guarantor.


Holding

Heller failed to prove the essential elements required for a goods-sold-and-delivered claim under Florida law: a sales contract, proof of delivery of goods, and proof that the amount claimed represented either an agreed-upon sales price or reasonable value of delivered goods. An assignee acquires no greater rights than the assignor, and the burden is on the obligee to prove all conditions to a guarantor's liability had occurred. Without proof of these elements, Heller cannot recover from Alderman on the guarantee.


Headnotes

[1] An assignee of an open account claim acquires no greater rights than those held by the assignor.

[2] To recover against a guarantor on an assigned open account claim, the assignee must prove the existence of a valid claim for goods sold and delivered by the assignor to t…

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Key Quotes

“an assignment gives the assignee no greater rights against the principle debtor, or its guarantor, than those held by the assignor”

Establishes that Heller, as assignee, could claim only what Weatherly could have claimed

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Facts & Procedural History

Heller purchased a trade account receivable from Weatherly Carpet Mills against Esquire Carpet Distributors. Alderman had executed a written guarantee…

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Opinion of the Court
RYDER, Judge.

RYDER, Judge.

Appellee, First National-Heller Factors, Inc., (hereinafter referred to as Heller), sued Esquire Carpet Distributors, Inc. (Esquire) and appellant, Alderman Interior Systems, Inc., (Alderman). Count I of the complaint alleged a claim against Esquire on a trade account assigned to Heller by Weatherly Carpet Mills, Inc. (Weatherly). Count II alleged a claim against Alderman on a written guarantee agreement, by the terms of which Alderman agreed to guarantee certain obligations of Esquire. Aider-man answered denying substantive allegations of the complaint, and asserting affirmative defenses.

At trial, a default judgment was entered against Esquire for failure to plead or otherwise respond. The action was tried before the court on the allegations of Count II and the court entered judgment in favor of Heller, against Alderman, in the amount of $12,993.08 and attorney’s fees.

Following the denial of a motion for rehearing, this timely appeal follows.

At trial, counsel for appellant stipulated to the execution of the guarantee and the statements of account showing $12,993.08 due were received into evidence. During trial, the only witness appearing was a representative of Heller, a Sandra J. Stewart. Stewart was identified as an assistant to the vice president of Heller in charge of the central factoring division. She had no connection with the original assignor, Weatherly, and was never an employee or agent of that entity. Stewart admitted having no personal knowledge as to whether the goods represented by the statement of account between Weatherly and Esquire were actually delivered to Esquire and, moreover, Stewart disclaimed any access to or knowledge of the books and records of Weatherly. No testimony was adduced at trial regarding the original transactions, if any, between Weatherly and Esquire. Also, no evidence was offered as to the existence of any sales contract between Weatherly and Esquire, whether the amount claimed to be due and owing represented either the agreed upon sales price under such a contract or the reasonable value of goods actually delivered, or, most importantly, whether any goods or materials were actually delivered to Esquire by Weatherly.

Under Florida law, an assignment gives the assignee no greater rights against the principle debtor, or its guarantor, than those held by the assignor. Florida East Coast Railway v. Eno, 99 Fla. 887, 128 So. 622 (1930). Here, the assigned obligation was a claim of Weatherly against Esquire on an open account for goods or merchandise sold and delivered. For Heller to recover against Alderman as Esquire’s guarantor, it was incumbent upon Heller to allege and prove the existence of a valid open account claim for goods sold and delivered by Weatherly to Esquire.

The elements of a claim for goods sold and delivered on an open account in Florida were set forth in the decision of Chase & Co. v. Miller, 81 Fla. 472, 88 So. 312 (1921). There, the court stated that a claim on an open account requires proof of a sales contract between the creditor and debtor, and proof that the amount claimed by the creditor represents either the agreed upon sales price or the reasonable value of the goods actually delivered. Although the court in that case held that actual proof of delivery and acceptance can create an inference of the existence of the sales contract, it is clear that a claimant also must prove delivery of goods and show either an agreement upon sales price or that amounts claimed represent the reasonable value of the goods actually delivered. See also Boucher v. City Paint and Supply Co., 398 S.W. 2d 352 (Tex.Civ.App.1966). As this court stated in Northwestern Bank v. Cortner, 275 So. 2d 317 (Fla.2d DCA 1973), the burden is on the obligee to show that all of the conditions to the guarantor’s liability had occurred or had been performed. See also 38 Am.Jur.2d Guaranty §§ 123, 991, 1129; 38 C.J.S. Guaranty § 99.

No proof of these essential elements of an open account claim for goods was offered by Heller as to the Weatherly claim. The only evidence suggesting the existence of any claim was a “statement of account” offered by Heller. Further, no evidence of delivery of any goods or materials by Weatherly to Heller was offered by Heller. In fact, Heller’s employee, Stewart, specifically stated that she had no personal knowledge of whether any goods or materials were delivered. Additionally, there was no evidence offered that the amount claimed by Heller in its lawsuit represented either an agreed upon contract price of goods sold by Weatherly to Esquire or the reasonable value of such goods. Neither the statement nor the testimony of the Heller employee disclosed any valid underlying obligation owed or possessed by Heller against Esquire. Such proof lacking, there was shown no obligation for which Heller can hold Alderman liable on its guarantee.

REVERSED and REMANDED with instructions to enter judgment for Alderman.

OTT, Acting C. J., and DANAHY, J., concur.


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Citator

Cited By (13 total)

  • Cole v. Angora Enters., Inc., 403 So. 2d 1010 (Fla. 4th DCA 1981)
    …d at arms length, it being our conclusion that an assignee with notice accedes to no greater rights than his assignor. Florida East Coast Ry. Co. v. Eno, 128 So. 622 (Fla.1930), Alderman Interior Systems, Inc. v. First National-Heller Factors, Inc., 376 So. 2d 22 (Fla. 2d DCA 1979). As a consequence, since the assignor was without power to withdraw the funds (other than for purposes conceded by all parties, such as payment of the institutional mortgage) the assignee must be likewise impotent to do so. Our co…
  • …mant also must prove delivery of goods and show either an agreement upon sales price or that amounts claimed represent the reasonable value of the goods actually delivered.” Alderman Interior Sys., Inc. v. [*330] First National-Heller Factors, Inc., 376 So. 2d 22, 24 (Fla. 2d DCA 1979). 4. Fla. R. Civ. P. 1.935 (Form) (“Defendant owes plaintiff $(amount) that is due with interest since (date), for the following goods sold and delivered by plaintiff to defendant between (date) and (date): (list goods and pri…
    1 / 2
  • Evans v. Delro Indus., Inc., 509 So. 2d 1262 (Fla. 1st DCA 1987)
    …f the evidence, contending that Delro failed to prove the three essential elements of an action on open account, citing Chase & Co. v. Miller, 81 Fla. 472, 88 So. 312 (1921) and Alderman Interior Systems, Inc. v. First National-Heller Factors, Inc., 376 So. 2d 22 (Fla. 2d DCA 1979). Those elements are: (1) that a sales contract existed between the creditor and debtor; (2) that the amount claimed by the creditor represents either the agreed on sales price or the reasonable value of the goods delivered; and (3…
    1 / 2

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