White-Wilson Medical Center v. Dayta Consultants, Inc.

• Decision Date: 09 April 1986
• Docket Number: No. BG-399,WHITE-WILSON,BG-399
• Citation: 486 So.2d 659,11 Fla. L. Weekly 879
• Parties: 11 Fla. L. Weekly 879 MEDICAL CENTER, a Partnership, Dan Beraha, and William Thompson, Individually and as Co-Partners of the White-Wilson Medical Center, Appellants, v. DAYTA CONSULTANTS, INC., and William R. Day, Appellees.
• Court: Florida District Court of Appeals

Page 659

486 So.2d 659

11 Fla. L. Weekly 879

WHITE-WILSON MEDICAL CENTER, a Partnership, Dan Beraha, and William Thompson, Individually and as Co-Partners of the White-Wilson Medical Center, Appellants, v. DAYTA CONSULTANTS, INC., and William R. Day, Appellees.

No. BG-399.

District Court of Appeal of Florida First District.

April 9, 1986.

D. Michael Chesser, of Chesser, Wingard, Barr & Townsend, Chartered, Fort Walton Beach, for appellants.

William K. Jennings, Destin, for appellees.

SHIVERS, Judge.

This appeal is from an order striking William R. Day as a counterdefendant to the counterclaim. Mr. Day, who was not a plaintiff, had been joined in the suit as a counterdefendant along with the plaintiff Dayta Consultants, Inc. We reverse the order striking Day.

Dayta Consultants had contracted with appellant White-Wilson Medical Center (Medical Center) to provide technical services for Medical Center's data processing system. Dayta Consultants later sued on the contract, alleging nonpayment for goods and services delivered. Medical Center counterclaimed in tort against Dayta Consultants and against nonparty Day, individually, as an agent of Dayta Consultants, alleging negligence and misrepresentation. Day, who was the sole stockholder, director and officer of Dayta Consultants, signed the contract with Medical Center in his capacity as president of Dayta Consultants.

Dayta Consultants moved to strike Day as a defendant to the counterclaim on the ground that William R. Day in his individual capacity was not in any way obligated under the contract. In a pretrial order the trial court granted the motion.

After a jury trial the trial court entered judgment against Dayta Consultants on its complaint and in favor of Medical Center on its counterclaim against Dayta Consultants.

Appellees question the timeliness of Medical Center's notice of appeal. Appellee Day had filed a separate motion to dismiss the appeal as untimely urging that the pretrial order against Dayta Consultants' second motion to strike was a final appealable order which should have been appealed within the jurisdictional time limit. A panel of our court prior hereto denied this motion to dismiss the appeal. The law of this case, then, is that the striking of Day was not final until the final judgment following the jury verdict. Medical Center had thirty days from the April 11, 1985 final judgment to appeal the pretrial order granting the motion to strike Day. The notice of appeal was timely filed on May 7, 1985.

Medical Center argues that the trial court erred in ruling that Day was shielded as a matter of law from any individual liability to the Medical Center because of the corporate form of Dayta Consultants. We find that, due to lack of privity, Day could not be sued on the contract. Further, Day could not be sued in his role as officer in the absence of a reason to pierce the corporate veil. However, there is substantial authority that Day may be sued for tortious acts or derelictions of duty in which he is alleged to have personally participated. Individual officers and agents of a corporation are personally liable where they have committed a tort even if such acts are performed within the scope of their employment or as corporate officers or agents. Littman v. Commercial Bank & Trust Co., 425 So.2d 636, 640 (Fla. 3d DCA 1983). There is no need to allege fraud, Fenick v. Robertson, 406 So.2d 1263, 1264 (Fla. 4th DCA 1981) or physical injury, as Dayta Consultants contends. A corporate officer may not be held individually liable on a contract unless he signed in an individual capacity, or unless the corporate veil was pierced or the corporate entity should be ignored because it was found to be formed or used for fraudulent purposes, or where the corporation was merely the alter ego of the shareholder. Ryan v. Wren, 413 So.2d 1223, 1224 (Fla. 2d DCA 1982). Nevertheless, officers or agents of a corporation may be held liable for their own torts even if such acts are performed within the scope of their employment or as corporate officers or agents. This is so even if no argument is advanced that the corporate form should be disregarded. Adams v. Brickell Townhouse, 388 So.2d 1279, 1280 (Fla....