Florida/Georgia Personal Injury & Workers Compensation

...apparent authority to mortgage the property and Ocean Bank had a duty to inquire into Amado's authority to pledge the land owned by Inv-Uni. By that latter ruling Ocean Bank's foreclosure action was mooted. We disagree with the declaratory judgment. Section 692.01 Section 692.01, Florida Statutes (1991), the controlling provision, was enacted in 1971 to allow corporations, through their presidents or vice-presidents, to execute instruments conveying an interest in land without obtaining a corporate resolution....

...cer's authority when circumstances indicate a fraudulent purpose. There it was held that a bank breached a duty to inquire where the corporation's president pledged corporate assets to secure a personal loan. The American decision made no mention of section 692.01....

...corporation, Luxury Auto Sales, where the Amados were sole officers and owners. De Villiers testified that he assumed Amado was also a part owner of Inv-Uni, and knew that an "Italian gentleman" had an ownership interest in the corporation. Applying section 692.01 to the facts, which are essentially undisputed, the question is whether Ocean Bank had duty to investigate, and whether that failure to investigate rose to the level of fraud as contemplated by the statute....

...on by the person receiving it," we assume from the plain language that the legislature intended such transactions to be valid unless there was fraud by the lender, or complicity between the lender and officers of the corporation giving the mortgage. Section 692.01 is a codification of the equitable principle that "[w]here a prejudicial situation results from a wrongful act of a third person, the decision must be against the party whose conduct made possible the wrongful act, either by fraud or negligence." Gables Racing Ass'n v....

...rporations had the same officers. He also testified that it has not been the practice, in any of the banks where he worked previously, to obtain shareholder approval in corporate loan transactions. The practice described by de Villiers comports with section 692.01 and Florida case law which holds that "[w]hen, in the usual course of business of a corporation, an officer or other agent is held out by the corporation or has been permitted to act for it or manage its affairs in such a way as to jus...

...Facially, there was no personal loan to the Amados. In connection with the pledge of Inv-Uni's property to secure the loan to Luxury Auto Sales, there was a transfer of stock in Luxury Auto Sales to Inv-Uni which created the appearance of a valid transaction. We hold that section 692.01, in the absence of fraud, relieves a lender receiving a mortgage on corporate property of a duty to investigate for actual authority where the officers of the corporation giving the mortgage are common to another corporation to which the loan proceeds are paid....

...e title free of any claims by DGG. The Grantees counterclaimed, seeking to quiet title in themselves. Under Florida law, corporations may convey real property in accordance with the requirements of either section 689.01, Florida Statutes (2004), [2] section 692.01, Florida Statutes (2004), or section 692.02, Florida Statutes (2004). [3] Section 689.01 requires any conveyance of real property *1234 to be signed in the presence of two subscribing witnesses by a person or persons authorized to sign on behalf of the corporation, but does not require a seal. Section 692.01 provides that a corporation may convey any interest in real property by a document sealed with the common or corporate seal, and signed in its name by its president, vice-president, or chief executive officer....

...A document executed in this manner need not be witnessed. See Real Property Complex Transactions § 9.7 (Fla. Bar CLE 4th ed. 2006). If a deed is executed by the corporation's president, vice-president or chief executive officer in compliance with section 692.01, no corporate resolution from the board of directors is required to evidence the authority of the person executing the document....

...y Mr. Capponi as DGG's "officer/administrator," it was ineffective on its face to convey title, as it was not executed in compliance with either of the conveyancing statutes. While conceding that the deed from DGG to the Capponis did not comply with section 692.01, the Grantees argue that section 607.1405, Florida Statutes (2001), validates the deed that Mr....

...Because this was not an arms-length transaction, there was no enforcement of W.W.C.'s bargaining position under the 1966 lease which gave U.S. Trucking an option to extend for ten years but at a higher rental rate, allowing for inflation. The question remains as to whether Florida Statutes, § 692.01, as amended effective January 1, 1972, precludes rescission of this *1080 transaction. That statute, in effect on the date of the formal execution of the lease here, provides: Fla. Stat. § 692.01: "Any corporation may execute instruments conveying, mortgaging or affecting any interest in its lands by instruments sealed with the common or corporate seal and signed in its name by its president or any vice-president or chief executive officer......

...transaction by the person receiving it. In cases of fraud, subsequent transactions with good faith purchasers for value and without notice of the fraud shall be valid and binding on the corporation." The clear intent and purpose of Florida Statutes, Section 692.01, as amended 1972, is to allow third parties without knowledge of intracorporate disputes, fraud or misrepresentations, to enter into business transactions of the type specified by the statute with confidence as to the transaction's val...

...In compliance with the "understanding" in the above-quoted letter, the lease extension agreement was drafted in 1971, as appears from the typed documents of record here. Formal execution of the lease extension was delayed until the following year, after the effective date of § 692.01....

...Loos III and William Berger of Greenspoon, Marder, Hirschfeld, Rafkin, Ross & Berger, P.A., Fort Lauderdale, for appellees Greenwald and City National Bank. DELL, J. Radison Properties, Inc. and Ahmad Nader Beydoun ("Nader") appeal from a final judgment and an amended final judgment of foreclosure. They contend that section 692.01, Florida Statutes (1995), does not apply to appellees, Allen R....

...te and mortgage. The court concluded that the mortgage and security agreement in favor of the Greenwalds was a valid encumbrance against the properties and that the foreclosure on the properties could proceed because the Greenwalds were protected by section 692.01, Florida Statutes....

...Subsequently, the trial court entered an Amended Final Judgment of Foreclosure in favor of the Greenwalds. First, appellants contend that the trial court erred when it granted a judgment of foreclosure in favor of the Greenwalds against Radison's property. They argue that the court erroneously interpreted section 692.01, Florida Statutes, because Kanaan was not an officer of Radison when he deeded the property to Flamingo. Section 692.01, Florida Statutes, provides in its entirety as follows: Conveyances by corporations.—Any corporation may execute instruments conveying, mortgaging, or affecting any interest in its land by instruments sealed with the common or corpora...

...erson receiving it. In cases of fraud, subsequent transactions with good faith purchasers for value and without notice of the fraud shall be valid and binding on the corporation. *590 Appellants correctly point out that because the entire section of 692.01 refers to actions by either a president, vice president, chief executive officer, or any corporate officer, that the last sentence, referring to fraud, must also deal with actions taken by an officer....

...See Ocean Bank, 599 So.2d at 695; Prezioso, 559 So.2d at 424; and Snead, 380 So.2d at 1075-76. However, Kanaan was no longer the president of Radison when he transferred the property to Flamingo, nor when he executed the mortgages to the Greenwalds. Therefore, section 692.01, Florida Statutes (1995), does not apply under the facts of this case....

...officer of Radison. Furthermore, the Greenwalds did not rely upon such alleged apparent authority in accepting the mortgage from Flamingo. We therefore hold that the deed from Radison to Flamingo was void because Kanaan lacked actual authority under section 692.01 to execute the deed....

...The trial court held the lease document inadmissible because it was not executed in behalf of the Bank by an agent "in the presence of two subscribing witnesses," Section 689.01, Florida Statutes (1969), and it was not signed by the Bank's "president or any vice-president or chief executive officer." Section 692.01, Florida Statutes (1969)....

...The Bank offered no proof that the Bank had authorized its assistant vice-president to execute a lease in its name. We agree with the trial court that an assistant vice-president is not a vice-president whose presumed authority to execute a lease for a bank is derived from Section 692.01....

...The lease agreement was signed by the Bank's assistant vice-president and attested by only one signature. Section 698.01, Florida Statutes (1969), did indeed require two subscribing witnesses. But that section expressly allowed an alternate method of conveyance — by Sections 692.01 and 692.02....

...Eventually, the trial court granted a summary final judgment of foreclosure in favor of Capital. Appellants' chief contention on appeal is that Capital had a duty to inquire into the authority of the Camerons to mortgage property on behalf of the corporation. However, according to section 692.01, Florida Statutes (1989): Any corporation may execute instruments conveying, mortgaging, or affecting any interest in its lands by instruments sealed with the common or corporate seal and signed in its name by its president or any vice president or chief executive officer......

...s, in the absence of fraud in the transaction by the person receiving it. (Emphasis added). In Snead v. U.S. Trucking Corp., 380 So.2d 1075 (Fla. 1st DCA), petit. rev. denied, 389 So.2d 1116 (Fla. 1980), the court noted that the practical purpose of section 692.01 is to allow third parties who transact business with corporations in an honest fashion to have confidence that the transactions are valid....

...In this case, the record is void of evidence that Capital was guilty of fraud in the transaction. That fact coupled with the fact that Lorne Cameron was the president of C-P and signed the subject mortgages in that capacity, supports the trial court's holding that section 692.01 granted Capital the legal right to rely on Lorne Cameron's signature....

...In American, the court noted that while a corporate officer ordinarily cannot pledge assets of his corporation to secure a loan unless authorized to do so by the articles of incorporation, he can do so under certain circumstances. See 62 A.L.R.2d 712 et seq. Moreover, section 692.01 specifically addresses the right of third parties to rely on *425 a corporate officer's authority to bind the corporation. Finally, section 692.01 was not relied upon by the parties in American or discussed in the opinion....

...at PWC did not initially receive the benefits of the sale. Under Hobbs, PWC cannot survive summary judgment unless it offers to pay Realty back the purchase price and put Realty back in the position it held in 1995. It has not done so. D. FLA. STAT. § 692.01 There is another reason why PWC's claims fail. Under Fla. Stat. § 692.01, any corporation "may execute instruments conveying......

...r not the officer signing for the corporation was authorized to do so by the board of directors, in the absence of fraud in the transaction by the person receiving it." As explained by the Third District, "any instrument executed in accordance with [§ 692.01] is deemed valid as against third parties even though the officer was without authority to enter into the transaction, unless there was fraud by the person receiving it." Ocean Bank of Miami v....

...e documents signed by Mr. Padron to convey the warehouse to Realty are valid. This is not a case like Radison Properties, Inc. v. Flamingo Groves, Inc., 767 So.2d 587, 590 (Fla. 4th DCA 2000), where mortgagees were not entitled to the protections of § 692.01 because the individual who transferred the corporation's property was no longer an officer of corporation at time of the transfer....

...tion, and then say that he has no notice; that it will not suffice the law to remain willfully ignorant of a thing readily ascertainable by whatever party puts him on inquiry, when the means of knowledge is at hand.'"). I disagree, and conclude that § 692.01 applies given the evidence in this record. First, the fact that the deed did not have PWC's seal does not negate the applicability of § 692.01. In relevant part, Fla. Stat. § 689.01 allows a corporation to convey property under seal or in the presence of two subscribing witnesses, and further states that conveyance may be made under § 689.01 or § 692.01. Here the deed was signed by two witnesses. But even if § 689.01's method is not available or somehow does not apply, § 692.01 is not limited to deeds; it includes any documents conveying an interest in land, so as long as a document conveying an interest in land is under seal, the statute is satisfied....

...Padron about Realty being hearsay — that Realty acted fraudulently (i.e., knew that Ms. Padron's consent was needed before Mr. Padron could sell the warehouse). The additional circumstantial evidence cited by PWC is also not enough to create an issue of fact as to whether there was fraud on Realty's part for purposes of § 692.01....

...Padron's certificate under Fla. Stat. § 607.1202 should have indicated to Realty that the minority shareholders did not have the requisite 10-day statutory notice to object, that does not suggest (or *1274 create a triable issue) that Realty was guilty of fraud so as to negate § 692.01....

...Section 718.111(10) Fla. Stat. (1985) is the controlling law as it applies in this case. 2. Section 718.111(2) Fla. Stat. (1985) incorporates Chapters 607 and 617 Fla. Stat. so long as the same is not inconsistent with various sections of Chapter 718. 3. Section 692.01 Fla....

...The ap-pellee-Bank counters with the argument that the deed to the appellant was defective because it was neither signed in the presence of two witnesses nor did it have affixed the corporate seal. Hence, according to the Bank, the deed did not satisfy the formal requirements of either § 689.01 or § 692.01, F.S.1967, F.S.A....

...line for the signature of the corporation’s secretary. It appears to' us that under the provisions of § 695.07, F.S.1967, F.S.A., the words “Corporate Seal” printed on the deed were sufficient to' fulfill the requirement of a seal imposed by § 692.01, F.S....

...t PWC did not initially receive the benefits of the sale. Under Hobbs , PWC cannot survive summary judgment unless it offers to pay Realty back the purchase price and put Realty back in the position it held in 1995. It has not done so. D. Fla. Stat. § 692.01 There is another reason why PWC’s claims fail. Under Fla. Stat. § 692.01 , any corporation “may execute instruments conveying ......

...t the officer signing for the corporation was authorized to do so by the board of directors, in the absence of fraud in the transaction by the person receiving it.” As explained by the Third District, “any instrument executed in accordance with [§ 692.01] is deemed valid as against third parties even though the officer was without authority to enter into the transaction, unless there was fraud by the person receiving it.” Ocean Bank of Miami v....

...documents signed by Mr. Padrón to convey the warehouse to Realty are valid. This is not a case like Radison Properties, Inc. v. Flamingo Groves, Inc., 767 So.2d 587, 590 (Fla. 4th DCA 2000), where mortgagees were not entitled to the protections of § 692.01 because the individual who transferred the corporation’s property was no longer an officer of corporation at time of the transfer....

...and then say that he has no notice; that it will not suffice the law to remain willfully ignorant of a thing readily ascertainable by whatever party puts him on inquiry, when the means of knowledge is at hand.’ ”). I disagree, and conclude that § 692.01 applies given the evidence in this record. First, the fact that the deed did not have PWC’s seal does not negate the applicability of § 692.01. In relevant part, Fla. Stat. § 689.01 allows a corporation to convey property under seal or in the presence of two subscribing witnesses, and further states that conveyance may be made under § 689.01 or § 692.01. Here the deed was signed by two witnesses. But even if § 689.01’s method is not available or somehow does not apply, § 692.01 is not limited to deeds; it includes any documents conveying an interest in land, so as long as a document conveying an interest in land is under seal, the statute is satisfied....

...w that Ms. Padron’s consent was needed before Mr. Padrón could sell the warehouse). The additional circumstantial evidence cited by PWC is also not enough to create an issue of fact as to whether there was fraud on Realty’s part for purposes of § 692.01....

...Padron’s certificate under Fla. Stat. § 607.1202 should have indicated to Realty that the minority shareholders did not have the requisite 10-day statutory notice to object, that does not suggest (or *1274 create a triable issue) that Realty was guilty of fraud so as to negate § 692.01....

Court does not need to resolve it. Florida Statute § 692.01 provides that “any corporation may execute instruments

...In any event, so contends the Plaintiffs, since none of the documents carry the corporate seal, the documents did not, as a matter of law, create a valid and enforceable mortgage lien interest in land owned by this corporate Debtor. This contention is based on § 692.01 Fla....