Legal Question in Civil Litigation in Florida

legality of contract and individual responsibility

Three parties were to sign agreement. Only I did as president of my corporation did although the others indicated they would and prior to suit being filed, the main employee of the company suing me indicated in an email that he had signatures of all parties. Now I am being sued both corporately and individually.

Our position is that the contract was never valid which would hold true in New York. Their attorney indicated that according to Florida law, is one party of the partnership signs, the contract is still valid and that I can be sued personally & corporately.

Who is correct?


Asked on 4/21/09, 3:53 pm

3 Answers from Attorneys

Mark S. Moroknek Kelly & Curtis, PLLC.

Re: legality of contract and individual responsibility

It sounds like your question involves your individual responsibility, as opposed to corporate.

If you signed in your corporate capacity, "john Smith, Pres.of ABC Inc." you are not individually liable, only the corporation is bound.

The question of intent behind the agreement is another issue, and it sounds like it was a condition precedent to the agreement that the other parties sign. That depends on the language of the contract.

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Answered on 4/21/09, 3:59 pm
Alan Wagner Wagner, McLaughlin & Whittemore P.A.

Re: legality of contract and individual responsibility

Your question mixes concepts. If there was a corporation, then it was not a partnership. If you signed in a corporate capacity, as president, for instance, then you are not normally liable. If this was a partnership and you signed, the general rule is that each partner is individually lkiable for the liabilities of the partnership (it is why partnerships should be avoided). If the contract required multiple signatures, then it is not binding or effective unless all the people sign.

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Answered on 4/21/09, 8:56 pm
Lesly Longa Longa Law P.A.

Re: legality of contract and individual responsibility

Well, you were either the president of a corporation or a partner in a partnership. That makes a big difference as does the actual contract that was signed. I recommend that you have a Florida attorney review it and advise you accordingly.

This answer is provided for information purposes only and does not establish an attorney-client relationship.

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Answered on 4/21/09, 10:12 pm


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