Herc Rentals, Inc. v. Superior Site Servs., Inc.

• Citation: 357 So.3d 783
• Docket Number: Case No. 5D22-1241.
• Decision Date: 03 March 2023
• Parties: HERC RENTALS, INC., Appellant, v. SUPERIOR SITE SERVICES, INC. and Chad D. Lee, Appellees.
• Court: Court of Appeal of Florida (US)

357 So.3d 783

HERC RENTALS, INC., Appellant,

v.SUPERIOR SITE SERVICES, INC. and Chad D. Lee, Appellees.

Case No. 5D22-1241.

District Court of Appeal of Florida, Fifth District.

Opinion Filed March 3, 2023.

Heather A. DeGrave and Andrew W. Peeler , of Walters Levine & DeGrave, Tampa, for Appellant.

Eric W. Ludwig , of Law Office of Eric W. Ludwig, Altamonte Springs, for Appellees.

LAMBERT, C.J.

The primary issue in this appeal concerns a continuing personal guaranty executed by Chad D. Lee, one of the appellees, in favor of the appellant, HERC Rentals, Inc. ("HERC"), regarding any amounts owed to HERC by his business, Superior Site Services. The trial court entered final judgment in favor of HERC after a nonjury trial, awarding it damages against the co-appellee, Superior Site Services, Inc., in the sum of $42,618.16, for monies owed to HERC on certain leased construction equipment.¹ The court, however, adjudged that HERC take nothing on its guaranty claim against Lee, individually, finding that the guaranty was "expired and of no force and effect."

We affirm the judgment entered against Superior Site Services, Inc., without further discussion. As we explain, the judgment in favor of Lee is reversed; and we remand to the trial court with directions for it to amend the final judgment to show that Superior Site Services, Inc., and Lee are jointly liable to HERC for the above awarded damages.²

BACKGROUND—

In 2003, Lee registered the fictitious name of Superior Site Services with the State of Florida. In these documents filed with the State, Lee listed himself as the sole owner of Superior Site Services.

In 2006, Lee, on behalf of Superior Site Services, sought to rent construction equipment from HERC for use in Superior Site Services's grading and sitework business. As a condition for renting this equipment, HERC required Lee to execute a credit application, which he did. This document contained a continuing unconditional guaranty in which Lee personally promised to pay to HERC all amounts that were either currently owing or "which may hereinafter become owing." Lee also agreed to promptly notify HERC in writing of any change in Superior Site Services's ownership, form, or structure, acknowledging that if he failed to notify HERC of any such change, he "expressly assumes full responsibility for all charges and/or credit extensions made on this account subsequent to such change."

HERC approved Superior Site Services's credit application. It set up an account under which Superior Site Services began leasing equipment from HERC. Superior Site Services would thereafter receive invoices under this account name and number for the monies that it owed to HERC.

In 2007, Lee changed the registration of the name Superior Site Services with the State of Florida to show that his corporation, C. Lee, Inc., and not him personally, had become the sole owner of this fictitious name. Prior to that, Lee had also incorporated the co-appellee, Superior Site Services, Inc., of which he was both the sole owner and sole member of its board of directors. Lee would later testify at trial that during this time, he simultaneously used the fictitious name Superior Site Services for both C. Lee, Inc., and Superior Site Services, Inc., in order to make the Superior Site Services "entity" look "bigger."

C. Lee, Inc., was administratively dissolved by the State of Florida in 2011. Thereafter, in 2016, Lee and HERC were in contact regarding Superior Site Services's rental of construction equipment for use in its business. Lee never advised HERC that Superior Site Services had changed ownership or form, nor did he advise HERC, consistently with his later defense at trial, that Superior Site Services was ostensibly different than Superior Site Services, Inc. Resultingly, HERC relied on the business relationship that it had developed with Lee and Superior Site Services and did not require that Lee execute a new credit application or a new guaranty, which it would have otherwise required had Superior Site Services, Inc., been a new customer. Superior Site Services, Inc., proceeded to rent equipment from HERC under the same account number that the fictitious name, Superior Site Services, had used since 2006. Email exchanges between HERC and Superior Site Services, Inc., used the same email address previously used by the fictitious name first owned by Lee and then owned by the since-dissolved C. Lee, Inc.

The relationship between the parties continued until approximately 2017, when Superior Site Services, Inc., did not pay for monies it owed to HERC for its rental of two track loaders and one trailer. HERC's branch manager contacted Lee about the outstanding balances owed, reminding him of his personal guaranty to HERC to pay these debts. Lee did not question or dispute the...