Perez v. Rivero

• Decision Date: 13 December 1988
• Docket Number: No. 87-2374,87-2374
• Citation: 534 So.2d 914,13 Fla. L. Weekly 2697
• Parties: 13 Fla. L. Weekly 2697 Rene PEREZ, Appellant, and Marta Perez, and Rene Perez & Associates, Inc., a Florida corporation, Cross-Appellees, v. Manuel RIVERO, Appellee/Cross-Appellant.
• Court: Florida District Court of Appeals

Page 914

534 So.2d 914

13 Fla. L. Weekly 2697

Rene PEREZ, Appellant, and Marta Perez, and Rene Perez & Associates, Inc., a Florida corporation, Cross-Appellees, v.Manuel RIVERO, Appellee/Cross-Appellant.

No. 87-2374.

District Court of Appeal of Florida Third District.

Dec. 13, 1988.

Michael E. Anderson, Miami, for appellant and cross-appellees.

G. Frank Quesada, Coral Gables, for appellee/cross-appellant.

Before SCHWARTZ, C.J., and BASKIN^* and FERGUSON, JJ.

PER CURIAM.

Rene Perez and Manuel Rivero were partners in an accounting and data processing firm.On February 5, 1982, by a contract terminating the partnership, it was agreed that Perez would retain the data processing clients and Rivero would continue to service the accounting customers.Perez further agreed to pay Rivero $90,000 for the purchase of Rivero's half interest in an office building owned by the partnership and to assume all the partnership's liabilities.

Perez paid Rivero $10,000 and executed two promissory notes, one for $5,000 and one unsecured note for $75,000, as part of the purchase agreement.The $75,000 note, made payable in monthly installments, is the subject of this lawsuit.When Perez subsequently formed a new company, Rene Perez & Associates, Inc., the new company continued to make the monthly note payments to Rivero.However, in December 1985, the corporation stopped paying the note leaving an unpaid principal balance of $22,056.

Rivero commenced this action against Perez to collect the balance due on the promissory note and to establish an equitable lien on property of Rene Perez & Associates, Inc. Perez admitted that the nonpayment was purposeful.He asserts entitlement to the balance due on the note as a set-off for damages caused by Rivero's breach of the purchase agreement.Perez alleges that Rivero continued to perform data processing work for a client, AeroPeru, in violation of a promise that all data processing work done by the former partnership would be handled by Perez.Perez counterclaimed for $30,000 for the loss of the value of AeroPeru's business.

Perez appeals the final judgment entered in favor of Rivero for the balance due on the note and the denial of any set-off or damages for Perez.Rivero cross-appeals against Perez's wife, Marta, an alleged co-signor on the note, and the corporation.Perez contends that Rivero breached the dissolution agreement when he took on AeroPeru as a data-processing client, was unjustly enriched, and tortiously interfered with Perez's business relationship with AeroPeru.

We affirm because the trial judge's factual determinations are supported by competent and substantial record evidence.Raheb v. Di Battisto, 483 So.2d 475(Fla. 3d DCA1986).AeroPeru had been a long-time client of Perez & Rivero, without a contract, in a business relationship that was terminable at will by either party.Although the general rule is that an action will lie where a party tortiously interferes with a contract terminable at will, Unistar Corp. v. Child, 415 So.2d 733(Fla. 3d DCA1982), it is only direct and unjustified interference that is actionable.Ethyl Corp. v. Balter, 386 So.2d 1220(Fla. 3d DCA1980), rev. denied, 392 So.2d 1371(Fla.), cert. denied, 452 U.S. 955, 101 S.Ct. 3099, 69 L.Ed.2d 965(1981).If the defendant can prove that the interference was lawful competition--a privilege which the courts recognize when a contract is terminable at will--the defendant will not be...