Monique M. Agia and Lisa Agia v. Fareed Ossi

Monique and Lisa Agia, individually and as cotrustees, appeal from the

final judgment in favor of the appellee, Fareed Ossi, in an action on a promissory note.

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The dispositive issue in this appeal is whether the trial court erred in finding that Mr.

Ossi was not individually liable on the promissory note.

The note represented a loan from the Agias to the Lelia Corporation of St.

Pete. Mr. Ossi was a 25% owner of the Lelia Corporation and Monique and Lisa Agia's

mother, Susan Agia, owned the remaining 75%. The signature page of the note

contains the following two signature blocks:

The Lelia Corporation of St. Pete,

a Florida corporation,

By: ________________________ _________________________

Fareed Ossi, as President Fareed Ossi, individually

Federal Tax ID No. ___________ Social Security No. _________

Mr. Ossi signed the note twice–first as president and then individually.

When the Lelia Corporation defaulted on the note, the Agias sued Mr. Ossi in his

individual capacity.

Mr. Ossi raised four defenses to the complaint, only two of which are

pertinent to this appeal. First, Mr. Ossi claimed fraud in the inducement. Specifically,

he alleged that he was legally blind, a fact known to agents of the Agias, that those

agents represented to him that he was only signing on behalf of the Lelia Corporation,

which the agents knew to be false, and that they never told him he was signing on a line

that said "Fareed Ossi, individually." Mr. Ossi next asserted that because of the alleged

fraud, he believed he was only signing the note on behalf of the Lelia Corporation and

thus, there was no "meeting of the minds" as to "the nature of the promissory note," and

he should not be held liable individually.

At trial, Mr. Ossi presented no testimony that supported the allegations of

fraud in his affirmative defenses. What he did testify to was that he signed "a bunch" of

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documents, but he never read any of them; that both signatures on the note were his;

that he never read the note; that he never saw the note before the lawsuit was filed; that

he did not know he had also signed a purchase money mortgage along with the note;

that he did not have the magnifier he used for reading with him when he signed all the

documents; that his administrative assistant of twenty-seven years, who signed as a

witness on the mortgage, was with him when he signed the note, but he did not ask his

assistant to review the note or any other documents; and finally, that he thought he was

only signing for the Lelia Corporation.

When it announced its findings, the trial court found that Mr. Ossi had

failed to prove fraud as alleged in his defenses. Because his "meeting of the minds"

defense was based entirely on the allegations of fraud, this should have concluded the

matter of Mr. Ossi's individual liability on the note. However, defense counsel, perhaps

realizing Mr. Ossi's testimony was problematic to his chosen defense, had more or less

abandoned that defense and instead shifted to an argument that the note did not

unambiguously show Mr. Ossi intended to be personally obligated. Thus, he argued the

court should consider parol evidence to determine in what capacity Mr. Ossi signed the

note. In support of this argument, counsel pointed to everything about the transaction at

issue except the signatures affixed to the note and succeeded in convincing the court

that there was no "meeting of the minds" among the parties that Mr. Ossi be personally

liable as a borrower. This was error.

Parol evidence may be considered when the manner in which a party

signs a promissory note is such that the capacity in which the party signed is

ambiguous. See § 673.4021(2)(b), Fla. Stat. (2016); Landis v. Mears, 329 So. 2d 323,

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325-26 (Fla. 2d DCA 1976) (noting that a court may consider parol evidence when there

is an ambiguity on the face of the instrument concerning the capacity in which the

parties entered an agreement). Here, however, there is no ambiguity created by the

signatures. Mr. Ossi signed first "as President" of the Lelia Corporation and then signed

a second time "individually." His first signature was clearly in a representative capacity,

while the second time he signed he did so "exactly as he would have if it had been his

intention to bind himself individually." See Marinelli v. Weaver, 187 So. 2d 690, 692

(Fla. 2d DCA 1966) (quoting Betz v. Bank of Miami Beach, 95 So. 2d 891, 894 (Fla.

1957)) (rejecting parol evidence and holding that a party was individually liable where

"there is no confusion as to the Capacity in which the individuals signed the note. It was

signed first on behalf of the corporation, 'by John H. Garner (signature), President', with

the corporate seal attached, and then by each of the individual persons separately, with

the word 'Individually' typewritten after each of their signatures").

Accordingly, we reverse the final judgment and remand for entry of a final

judgment in favor of the Agias.

Reversed