Steele v. Hallandale, Inc.
| Decision Date | 21 December 1960 |
| Docket Number | No. 2031,2031 |
| Citation | 125 So.2d 587 |
| Parties | John D. STEELE, Appellant, v. HALLANDALE, INC., a Florida corporation, Corbett E. Baker, and Mary S. Travis, a married woman, joined by her husband, Guy O. Travis, Appellees. |
| Court | Florida District Court of Appeals |
John D. Steele, Hallandale, for appellant.
James A. McCauley of Walden & Ryan, Dania, for appellees Travis.
John D. Steele, Hallandale, for appellee hallandale, Inc.
John D. Steele, appellant, as one of the defendants below, filed this interlocutory appeal from an order denying his motion to dismiss the complaint. The transaction with which this suit is concerned arose from a written contract between Hallandale, Inc., a Florida corporation, and Mary S. Travis and Guy O. Travis, her husband. This was a trade and barter transaction in which the corporation received a certain yacht and Mary and Guy Travis received certain real estate.
By the terms of the contract, the corporation agreed to be responsible for a mortgage which existed on the real estate. In this regard, the contract reads as follows:
John D. Steele signed the instrument as president of the corporation. The complaint, after setting forth the sale of the yacht by the defendants, alleges default on the mortgage payments. By this suit, the plaintiffs seek an accounting and a decree against Steele, individually.
Steele's motion to dismiss the suit against him in his individual capacity was denied below. This being an interlocutory appeal, it is only necessary that the allegations in the complaint show that the contract involved makes Steels individually responsible to the plaintiffs under certain circumstances. Whether he is or is not can only be determined by the evidence. The contract is made a part of the complaint and it is from these two instruments that the allegations as to the liability of Steele, individually, are predicated.
In the Florida case of Ballas v. Lake Weir Light & Water Co., 100 Fla. 913, 130 So. 421, the Supreme Court stated the rule that governs in a case like the present one. While the officers were not held personally liable in the Ballas case, the Court based its decision on the wording of the contract, saying at 426 of 130 So. * * * Looking at the whole instrument, we think it sufficiently appears upon its face to have been the intent of the parties to bind the corporation and not to personally bind R. L. Martin and Lucile Potter, and we so hold.'
In the Ballas case then our Supreme Court has asopted the general rule that this is a question of contract interpretation. In the present case the contract specifically provides that the 'officers of the corporation do indemnify' and this language comes clearly within...
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...guaranty. See Shepard v. Glick, 404 S.W.2d 441 (Mo.App.1966). We are aware that the Florida Court of Appeals in Steele v. Hallandale, Inc., 125 So.2d 587 (Fla.App.1960), held that where the terms of the contract clearly impose personal liability on the signer he may be personally bound ther......
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...to execute the court's judgment. AFFIRMED. LEWIS, C.J., and LITTLEJOHN, NESS and GREGORY, JJ., concur. 1 See Steele v. Hallandale, Inc. (Fla.App.), 125 So.2d 587 (1960), holding that under a contract for the sale of corporate property containing a provision that the undersigned corporate of......