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"As long as I have any choice, I will stay only in a country where political liberty, toleration, and equality of all citizens before the law are the rule." - Albert Einstein

Reminder: One Should Understand a Contract Before Signing It

Posted: July 22, 2010 Filed under: Case Law, Commentary, Law-Related News

In a short opinion released July 21, 2010, Florida’s Second District Court of Appeal held that a contract means what it says and that the president of the corporate tenant was personally liable for rent payments his corporation failed to pay. The clause that tripped up the corporation’s owner and president was contained in the 36th paragraph of the lease agreement. That clause read:

If the Tenant is a coporation [sic], limited liability company or limited partnership, the undersigned officer, manager or representative of the Tenant hereby certifies and warrants that said Tenant is in good standing and authorized to do business in the state of Florida and the individual executing this Lease on behalf of said corporation, limited liability company or limited partnership, guarantees the obligations of Tenant hereunder. (Emphasis added.)

One moral to be taken from the court’s opinion in Coleman v. 688 Skate Park, Inc. and Jay Turner is this: Individuals participating in business transactions should read and understand all provisions of a contract before signing the contract.

Admitted: Florida, Kansas, New Mexico (inactive)