Porlick, Poliquin, Samara v. Compton

683 So. 2d 545, 1996 WL 556848
CourtDistrict Court of Appeal of Florida
DecidedOctober 2, 1996
Docket96-61
StatusPublished
Cited by3 cases

This text of 683 So. 2d 545 (Porlick, Poliquin, Samara v. Compton) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Porlick, Poliquin, Samara v. Compton, 683 So. 2d 545, 1996 WL 556848 (Fla. Ct. App. 1996).

Opinion

683 So.2d 545 (1996)

PORLICK, POLIQUIN, SAMARA, INC. and Robert A. Porlick, P.E., Appellants,
v.
Robert J. COMPTON, Appellee.

No. 96-61.

District Court of Appeal of Florida, Third District.

October 2, 1996.
Rehearing Denied December 18, 1996.

Ferdie and Gouz, and Ainslee R. Ferdie, Miami, for appellants.

Michel O. Weisz, Coral Gables, and Lee Katherine Goldstein, Miami, for appellee.

Before BARKDULL, JORGENSON and GODERICH, JJ.

GODERICH, Judge.

The plaintiffs, Porlick, Poliquin, Samara, Inc. and Robert A. Porlick [Porlick], appeal from an adverse summary judgment. We affirm.

On December 21, 1993, Robert A. Porlick sent a letter on Porlick, Poliquin, Samara, Inc. letterhead to Robert J. Compton of the law firm, Compton and Associates, P.A., confirming the terms of their agreement. The letter as returned to Porlick, after review and signature by Robert J. Compton, read, in pertinent part, as follows:

Mr. Robert J. Compton Compton & Associates, P.A. 117 Queen Christina Court Fort Pierce, Florida 34949 *546 Re: Maryland Casualty Co. vs. Ocean Yachts Inc. 90-14591(8) Broward
Dear Mr. Compton:
This is to confirm our agreement: That I am to be your consulting engineer in this matter, to explore the facts and to assist you in the technical areas. You represent defendant Ocean Yachts, Inc. My fee, payable by you to me, will be $150 an hour for investigating, researching, testing, preparing, conferring, and traveling; and if I am called to testify, $250 an hour for depositions to any party and for presence at court. An advance of $1200 is payable at this time. I do not charge for travel time to Dade County destinations, nor for incidentals such as secretarial time and telephone tolls. The Standard Conditions printed below are included in our agreement. You firmly agree to pay me in full, even if you yourself are disappointed in your financial expectations.
If this is incorrect or if I omitted anything, will you let me know at once? Please be sure to read the Standard Conditions below to make sure they are agreeable to you. Our company policy requires written authorization for services, so will you kindly sign a copy of this letter and return it to me with a check for $1200 payable individually to Robert A. Porlick?
I agree and accept, /s/ Robert J. Compton Pres. Mr. Robert J. Compton Yours truly, /s/Robert A. Porlick Robert A. Porlick, P.E.

Subsequently, Porlick and his corporation filed an action against Compton & Associates, P.A. and Robert J. Compton, individually, alleging that the parties had entered into the above agreement; that, pursuant to the agreement, Porlick had performed services as an electrical engineering expert and incurred costs; that, pursuant to the agreement, he rendered a statement and required payment; and that Robert J. Compton and his law firm failed to make payment for the amount owed, $23,293.46. In response, the defendants filed their answer and affirmative defenses, and the plaintiffs filed their answer to the affirmative defenses.

Thereafter, defendant Robert J. Compton filed a motion for summary judgment with a supporting memorandum and affidavit. Therein, he argued that he did not sign the contract in his individual capacity and that the complaint does not allege any facts that would give rise to individual liability on the basis of fraud or misuse of a corporation. On December 18, 1995, the trial court granted final summary judgment in favor of defendant Robert J. Compton and made, in pertinent part, the following findings of fact:

1. [I]t affirmatively appears that there are no material issues of fact in dispute.
2. It unambiguously appears on the face of the contract ... that only one entity entered into the contract with the Plaintiffs.
3. Defendant ROBERT J. COMPTON had submitted an affidavit in support of his motion for summary judgment that states that he entered into the contract ... in his representative capacity as the president of the corporate Defendant COMPTON & ASSOCIATES, P.A.
4. The Plaintiffs have failed to come forward with any facts, either in the complaint or affidavits, that could give rise to individual liability against ROBERT J. COMPTON, president of COMPTON & ASSOCIATES, P.A. for breach of the contract sued upon.
5. As a matter of law, Plaintiffs can not prevail on a breach of contract action against ROBERT J. COMPTON individually.

The plaintiffs' appeal follows.

The plaintiffs contend that the trial court erred by granting summary judgment in favor of Compton, as a matter of law, arguing that "the mere addition of descriptio personae to a signature does not exculpate the signatory party from responsibility." Manufacturers' Leasing, Ltd. v. Florida Dev. & Attractions, Inc., 330 So.2d 171, 172 (Fla. 4th DCA 1976). We agree with the plaintiffs recitation of the law but find that the case before us is factually distinguishable from Manufacturers' Leasing.

*547 In Manufacturers' Leasing, the Fourth District explained that "the [Florida] Supreme Court [had previously] stated that the addition of descriptio personae to an individual's name rendered him prima facie liable unless from a reading of the whole instrument an intent appears to bind only the principal." 330 So.2d at 172 (citing Falsten Realty Co. v. Kirksey, 103 Fla. 225, 137 So. 267 (1931)). The Fourth District then went on to hold that the guaranty contract sued upon specifically negated the president's execution of the lease guaranty contract in a representative capacity because it contained a provision stating that the obligations of the undersigned are joint and several and independent of the obligations of the lessee. Manufacturers' Leasing, 330 So.2d at 172; see also, Onderko v. Advanced Auto Ins., 477 So.2d 1026, 1027 (Fla. 2d DCA 1985)(holding that officer of lessee corporation who claimed that he had signed the lease in his representative capacity was joint and severally liable for breach of the lease agreement where the terms of the lease specifically stated that the "person [signing the lease] and the corporation... shall be jointly and severally liable for all rent ... due"); Central Nat'l Bank of Miami v. Muskat Corp. of Am., 430 So.2d 957 (Fla. 3d DCA 1983)(holding that corporate president who claimed that he had signed a guaranty in his representative capacity was liable on the guaranty where the guaranty, by its terms, contained provisions for individual liability).

In the instant case, we have examined the letter agreement as a whole and find that the intent appears to bind only the principal. First, we note that the heading on the letter agreement directs the letter to "Robert J. Compton" of "Compton & Associates, P.A." at the business address of Compton & Associates, P.A. Next, we disagree with the plaintiffs argument that the repeated use throughout the letter agreement of the words "you," "your," and "yourself" in reference to Robert J. Compton were meant to personally bind him. The words "you", "your," and "yourself" can properly be used to refer to Robert J. Compton in his representative capacity. Lastly and most importantly, unlike the contracts in Manufacturers' Leasing, Onderko, and Central National Bank of Miami,

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683 So. 2d 545, 1996 WL 556848, Counsel Stack Legal Research, https://law.counselstack.com/opinion/porlick-poliquin-samara-v-compton-fladistctapp-1996.