Arbitration & Mediation

Pre-Printed Contract Did Not Define "Purchaser" Nor Identify Signor

By Christopher B. Hopkins, Esq.

While we are obligated to acknowledge that Sadruddin Babul and Rahmat Barkat v. Golden Fuels, Inc. has contributed, in its own way, to Florida precedent, the true value of this case rests in the fact that two pro se defendants fought at the trial and appellate court and won. Bravo.

Golden Fuels sought to collect on a signed purchase order which indicated that Golden would remove two underground tanks for "purchaser" Petro Mat Convenience Store. It was signed by Messrs. Babul and Barkat, with no indication as to who they are. Golden claims it was never paid and sued the two men; they defended claiming that they were agents of a company. Along the way, Golden won summary judgment. Then the Second DCA (Wallace, LaRose, Canady, and Charles) took it away.

In opposition to Golden's motion for summary judgment, the two men filed an affidavit claiming that they did not sign the purchase order in their individual capacity and that the proper defendant was a Florida corporation. Furthermore, they attached a real estate contract for that company which they both signed as evidence that they were agents of the company.

Golden fired back noting that all payments made were drawn on the men's inidividual bank accounts and that Golden had never heard of the corporation.

It is unclear what swayed the trial court to enter summary judgment. The appellate court, however, noted that the pro se defendants' affidavit properly raised a factual question and that, in interpreting contractual ambiguities, reliance on parol evidence was justified.

Practitioner's note: many contracts give titles to parties (Buyer, Seller, Purchaser, First Party, etc) but the people filling out the forms forget to fill in all of the blanks. Likewise, signors do not always sign on the right line and/or indicate their status (individual, on behalf of...). Those omissions lead to questions of fact and resolution of ambiguities which will rely on parol evidence. Summary judgment is rarely going to help dig out of that situation.

Full post as published by Florida Arbitration Law on September 24, 2008 (boomark / email).