SOUTHEASTERN HOME MORTGAGE COMPANY, APPELLANT,
v.
JOHN ROLL, APPELLEE
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Southeastern Home Mortgage Company was sued as an endorser on a promissory note. The trial court found that the company was not an endorser but held it liable based on an equitable theory of participating in the proceeds. The appellate court reversed, holding that without a valid endorsement, the company could not be held liable on the note in a common-law action.
A corporation cannot be held liable as an endorser merely because its name is typewritten on a note without evidence that an authorized person signed it or the corporation adopted the signature. An equitable theory that the appellant participated in the proceeds will not support liability on a promissory note in a common-law action. The trial court was powerless to hold the company liable on the note once it found no valid endorsement.
“The finding that the appellant did not endorse the note is supported by the record because there is no showing that the typewritten notation was placed upon the note by a person authorized to do so, nor is there a showing that the corporation adopted the typewritten signature.”
Establishes the requirement for valid corporate endorsement: either authorization or adoption
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Join FLexlaw to unlock all legal intelligenceA promissory note contained a typewritten notation reading 'HOME MORTGAGE COMPANY OF FLORIDA' and 'By: William R. Moore, President' as an endorsement,…
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The appellant, Southeastern Home Mortgage Company, was sued as an endorser upon a note. At the conclusion of a non-jury trial, the trial judge entered a judgment against the appellant. On this appeal the appellant urges that the judgment against it was erroneous because the trial judge as the trier of fact found that it was not an endorser.
A review of the record substantiates appellant’s position. The name of the appellant was typed on the note without a signature as follows:
“Endorsed by: William R. Moore [handwritten].
HOME MORTGAGE COMPANY OF FLORIDA [typewritten].
By: William R. Moore, President [typewritten].”
The finding of the trial judge as to the endorsement was as follows:
“THE COURT: I’m not finding that Home Mortgage is liable on the endorsement. I ruled on the endorsement, but they are liable for being a party to the transaction and participating in the proceeds, the same or equally as much as the others, or most of it.”
*425The finding that the appellant did not endorse the note is supported by the record because there is no showing that the typewritten notation was placed upon the note by a person authorized to do so, nor is there a showing that the corporation adopted the typewritten signature. See cases collected at 11 Am.Jur.2d, Bills and Notes, § 210 (1963).
Having reached the conclusion that the appellant did not endorse the note, the trial court, in this common-law action, was powerless to hold appellant liable on the promissory note. The equitable theory that the appellant participated in the proceeds will not support the judgment. Falk v. Salario, 108 Fla. 389, 146 So. 193 (1933). Accordingly, the judgment against the appellant must be reversed. Therefore, other points presented by the appellant need not be considered.
The appellee has filed and argued a cross-assignment of error urging that the court erred in failing to allow him interest from the date of the maturity of the note to the date of the judgment. This cross-assignment or error must be considered because the other defendants who have not appealed were made parties to the cross appeal pursuant to Florida Appellate Rule 3.11, subd. a, 31 F.S.A.
The note showed upon its face that the provision for interest after maturity was stricken from the note at the time of execution. We hold that the striking of the provision for interest after maturity from the note created an ambiguity and that testimony explaining such ambiguity was properly admitted. 17A C.J.S. Contracts § 317. The uncontroverted testimony before the trial judge indicated that it was the intention of the parties, by altering the note, to exclude the element of interest both before and after maturity. Tire finding of the trial judge on the issue of interest is supported by the evidence and will not be reversed. Highland Lakes, Inc., v. Art Present Real Estate, Inc., Fla.App. 1962, 147 So.2d 348.
The judgment against the appellant, Southeastern Home Mortgage Company, is reversed and the judgment against the remaining defendants is affirmed.
Affirmed in part and reversed in part
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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McGINNIS v. Ilya Petrovich Kanevsky, 564 So. 2d 1141 (Fla. 3d DCA 1990)…4 Williston on Contracts § 622, at 788-89 n. 20 (Jaeger 3d ed. 1961); see also Goldbloom v. J.I. Kislak Mortgage Corp., 408 So. 2d 748 (Fla. 3d DCA 1982), pet. for review dismissed, 421 So. 2d 517 (Fla.1982); Southeastern Home Mortgage Co. v. Roll, 171 So. 2d 424 (Fla. 3d DCA 1965). Because it is equally well-settled that a master has [*1143] no power to exceed the terms of a reference, Horner v. Horner, 423 So. 2d 605 (Fla. 3d DCA 1982); Sniffen v. Sniffen, 382 So. 2d 823 (Fla. 4th DCA 1980); Waszkowski v.…
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Goldbloom v. J. I. Kislak Mortg. Corp., 408 So. 2d 748 (Fla. 3d DCA 1982)…. 3d DCA 1981), and cases cited. This result is required not only by the common sense of the [*750] situation but by a prior decision of this court which we consider indistinguishable from the present case. In Southeastern Home Mortgage Co. v. Roll, 171 So. 2d 424 (Fla. 3d DCA 1965), the parties had, on its face, deleted from a note a provision for interest after maturity. Even though the legal effect of the remaining language of the instrument clearly would have required the payment of that interest,2 47 C.J…
Authorities Cited
- Falk v. Salario, 108 Fla. 135 (Fla. 1933)
- Highland Lakes, Inc. v. ART Present Real Est., Inc., 147 So. 2d 348 (Fla. 3d DCA 1962)
- Lillar Elleby v. Stoutamire, 108 Fla. 151 (Fla. 1933)
- Barrineau v. Castleberry, 108 Fla. 389 (Fla. 1933)