We handle a variety of cases for a variety of people. Some of our clients
are officers of large corporations, and despite what types of contracts
they thought they were getting into, those officers became clients when
they were being personally sued for their corporate decision and deal
making. First, before an action for breach of contract can be sustained,
there must be an enforceable contract. “[A] meeting of the minds
of the parties on all essential elements is a prerequisite to the existence
of an enforceable contract....”
Bus. Specialists, Inc. v. Land & Sea Petroleum, Inc., 25 So. 3d 693, 695 (Fla. 4th DCA 2010) (quoting
Acosta v. Dist. Bd. of Trs. of Miami-Dade Cmty. Coll., 905 So.2d 226, 228 (Fla. 3d DCA 2005) (quoting
Greater N.Y. Corp. v. Cenvill Miami Beach Corp., 620 So.2d 1068, 1070 (Fla. 3d DCA 1993)). Further, it is well established
that “in construing a contract the leading object is to ascertain
and effectuate the intent of the parties.”
See also Morton v. Morton, 307 So. 2d 835, 839 (Fla. 3d DCA 1975) (quoting second
Ace Elec. Supply Co. v. Terra Nova Elec., Inc., 288 So. 2d 544 (Fla. 1st DCA 1973) (holding that the Court examination
of extrinsic evidence in ascertaining the intent of the parties consists
in part of declarations of intent from the parties, the purpose and object
to be obtained in the agreement, and evidence as to the interpretation
which the parties may appear to have placed thereon by their actions and
the manner of their dealings thereunder). Therefore, when a Lender or
other party engages a contract based on the particular conduct of the
parties and declarations leading up to that conduct a valid contract may
be deemed to exist.
Additionally, when a Plaintiff refuses to pursue the right party, which
may be your corporation rather than you personally, the Plaintiff has
then failed to join the proper and indispensable party to this action.
As such, the Plaintiff’s action may be fatally flawed. An indispensable
party is “one whose interest in the controversy
makes it impossible to completely adjudicate the matter without affecting
either that party's interest or the interests of another party in
the action.” (Emphasis added).
Florida Dep't of Revenue v. Cummings, 930 So. 2d 604, 607 (Fla. 2006)(quoting
Hertz Corp. v. Piccolo, 453 So.2d 12, 14 n. 3 (Fla.1984) (describing indispensable parties as
ones so essential to a suit that no final decision can be rendered without
Bastida v. Batchelor, 418 So.2d 297, 299 (Fla. 3d DCA 1982) (“An indispensable party [is]
one without whom the rights of others cannot be determined.”).
Further, except under limited circumstances, “[a]n officer of a corporation
cannot be held liable in his individual capacity.”
Ryan v. Wren, 413 So. 2d 1223, 1224 (Fla. 2d DCA 1982). The mere fact that you may
share ownership of a corporate entity, does not lead to the inevitable
conclusion that the corporate entity is a “fraud” or that
it is necessarily your alter ego to the extent that the debts of the corporation
should be imposed upon you personally.
Russell v. Gans, 275 So. 2d 270, 271 (Fla. 3d DCA 1973) (quoting
Advertects, Inc. v. Sawyer Industries, Inc., 84 So. 2d 21 (Fla.1955)). That is called piercing the corporate veil.
The rule is that the corporate veil will not be pierced, either at law
or in equity;
unless it is shown that the corporation was organized or used to mislead
creditors or to perpetrate a fraud upon them. (Emphasis added)
See South Florida Citrus Land Co. v. Waldin, 61 Fla. 766, 55 So. 862;
Biscayne Realty & Ins. Co. v. Ostend Realty Co., 109 Fla. 1, 148 So. 560; 14 C.J. 61, Corporations, § 22; 18 C.J.S.,
Corporations, §§ 6, 7, page 376, et seq. Where for example the
parties continued to exchange payments there does not appear to be a suggestion
that the corporation was organized as either a “subterfuge or for
the purpose of enabling its members to escape, avoid or evade personal
responsibility other than in a proper and legal manner.”
Compare Bellaire Securities Corporation v. Brown, 124 Fla. 47, 168 So. 625.
Lastly, Rule 1.210(a) of the Fla. R. Civ. P. provides, in pertinent part:
Every action may be prosecuted in the name of the real party in interest,
but a personal representative, administrator, guardian, trustee of an
express trust, a party with whom or in whose name a contract has been
made for the benefit of another, or a party expressly authorized by statute
may sue in that person’s own name without joining the party for
whose benefit the action is brought...
The plaintiff in this action meets none of these criteria. The party prosecuting the action must have a sufficient stake in the outcome
and that the party bringing the claim is recognized in the law as being
a real party in interest entitled to bring the claim. This entitlement
to prosecute a claim in Florida courts rests exclusively in those persons
granted by substantive law, the power to enforce the claim.
Kumar Corp. v Nopal Lines, Ltd, et al, 462 So. 2d 1178, (Fla. 3d DCA 1985). If any of the above sounds like your
case, please make an appointment to come see me about what options you
might have to fight for your rights against debt.