JACK W. GIACALONE, APPELLANT,
v.
AUSTIN BERNSTEIN, APPELLEE
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In a promissory note action, the court affirmed summary judgment against the defendant, holding that his signature preceded by the word "by" without additional notation on the note's face was insufficient to show representative capacity, making him personally liable despite his contention that he signed on behalf of a corporation.
The defendant signed in an individual capacity as a maker and is personally obligated on the note. Under Florida's Uniform Commercial Code, the word "by" alone does not show that the defendant signed in a representative capacity; extrinsic evidence of representative capacity is only admissible when the note either names the person represented or shows representative capacity on its face.
[1] An authorized representative who signs their own name to an instrument is personally obligated if the instrument neither names the person represented nor shows that the r…
[2] Extrinsic evidence is admissible to show that the maker of a negotiable instrument signed in a representative capacity and is therefore not personally obligated on the no…
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Join FLexlaw to unlock all legal intelligence“[a]n authorized representative who signs his own name to an instrument [i]s personally obligated if the instrument neither names the person represented nor shows that the representative signed in a representative capacity.”
States the governing rule under the Uniform Commercial Code that determines when a representative is personally liable
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Join FLexlaw to unlock all legal intelligenceThe defendant signed a promissory note as a maker with the word "by" preceding his name. The plaintiff sought to recover on the note as the payee. The…
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HUBBART, Judge.
In an action to recover on a promissory note, the defendant [James E. Giacalone] appeals from a summary final judgment rendered against him in favor of the plaintiff who was the payee on the note [Austin Bernstein], The defendant contends that he is not individually liable on the note because he signed the note with the word “by” preceding his name and the extrinsic evidence in the cause presents a genuine issue as to whether he signed the note in a representative capacity on behalf of a corporation. We cannot agree and affirm.
The law is clear under the Uniform Commercial Code that “[a]n authorized representative who signs his own name to an instrument [i]s personally obligated if the instrument neither names the person represented nor shows that the representative signed in a representative capacity.” Section 673.403(2)(a), Florida Statutes (1975). Extrinsic evidence is admissible to show that the maker of a negotiable instrument signed in a representative capacity and is therefore not personally obligated on the note “if the instrument names the person represented but does not show that the representative signed in a representative capacity, or if the instrument does not name the person represented but does show that the person signed in a representative capacity.” Section 673.403(2)(b), Florida Statutes (1975).
In the instant case, the defendant signed the promissory note in an individual capacity as a maker and is personally obli gated thereon. The note neither names the person represented nor shows that the defendant signed in a representative capacity. The word “by” preceding the defendant’s signature on the note, without more on the face of the note, does not show that the defendant signed in a representative capacity. Dynamic Homes, Inc. v. Rogers, 331 So. 2d 326 (Fla. 4th DCA 1976); Imperial Trading Co. v. Crescent City Restaurants, Inc., 230 So. 2d 748 (La.App.1970). The defendant’s extrinsic evidence was therefore inadmissible to show that he signed as a representative for a corporation. Summary judgment was properly entered on the note against the defendant.
Affirmed.
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The Bank OF Miami v. Armenteros, 382 So. 2d 1336 (Fla. 3d DCA 1980)…Parol evidence is admissible to explain an ambiguity appearing on the face of the note. Placet, Inc. v. Ashton, 368 So. 2d 404 (Fla. 3d DCA 1979); Havatampa Corp. v. Walton Drug Co., Inc., 354 So. 2d 1235 (Fla. 2d DCA 1978); Giacalone v. Bernstein, 348 So. 2d 679 (Fla. 3d DCA 1977); Dynamic Homes, Inc. v. Rogers, 331 So. 2d 326 (Fla. 4th DCA 1976); Speer v. Friedland, 276 So. 2d 84 (Fla. 2d DCA 1973); Bryant v. Food Machinery and Chemical Corporation Niagara Chemical Division, 130 So. 2d 132 (Fla. 3d DCA 196…
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Fed. Deposit Ins. Corp. v. Tenn. Wildcat Servs., Inc., 839 F.2d 251 (6th Cir. 1988)…s personally liable. Turner’s signature appeared on each check without any qualification, and the court found that the alleged corporate principal was not named with specificity. Thus Turner was liable under § 3-403(2)(a). In Giacalone v. Bernstein, 348 So. 2d 679 (Fla.App.1977), the signer placed “by” before his signature, but did not show either the name of the principal or his representative capacity. Since no principal was named, the holder of the note could reasonably look to the signer for payment, and…
Authorities Cited
- Dynamic Homes, Inc. v. Rogers, 331 So. 2d 326 (Fla. 4th DCA 1976)