Charron v. Coachmen Indus., Inc., 417 So. 2d 1145 (Fla. 5th DCA 1982). · Go Syfert
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Charron v. Coachmen Indus., Inc., 417 So. 2d 1145 (Fla. 5th DCA 1982). Cases Citing This Book View Copy Cite
6 citation events across 1 distinct court.
Strongest positive: State v. Justice (fladistctapp, 1993-09-24)
Top citers, strongest first. 4 distinct citers. How cited ↗
discussed Cited as authority (rule) State v. Justice
Fla. Dist. Ct. App. · 1993 · confidence medium
This court has recognized that "[g]enerally the board of directors represents the corporation and conducts its business." Charron v. Coachmen Industries, Inc., 417 So.2d 1145, 1146 (Fla. 5th DCA 1982).
discussed Cited as authority (rule) First Nat. Entertainment Corp. v. Brumlik
Fla. Dist. Ct. App. · 1988 · confidence medium
See, e.g., Dube v. Puente De La Vega, 505 So.2d 697 (Fla. 5th DCA 1987); Charron v. Coachmen Industries, Inc., 417 So.2d 1145 *405 (Fla. 5th DCA 1982); Newbern v. Pan Am Bank of Orlando, N.A., 368 So.2d 425 (Fla. 4th DCA 1979); Brady v. Zimmerman, 246 So.2d 637 (Fla. 4th DCA 1971). [5] Likewise, the finding of the trial court that the affidavit showed no facts supporting the maker's affirmative defense of failure of consideration misses the point.
discussed Cited "see, e.g." Lambert v. Weeks
Fla. Dist. Ct. App. · 1989 · signal: compare · confidence low
Compare Charron v. Coachmen Industries, Inc., 417 So.2d 1145 (Fla. 5th DCA 1982) (summary judgment for payee on promissory note improper where payee failed to conclusively refute affirmative defense of lack of consideration); Wagner v. Bonucelli, 239 So.2d 619, 620 (Fla. 4th DCA 1970) (“as between the original maker and original payee there can be evidence produced outside the four corners of rhe instrument which should be considered in support of the defenses of lack of consideration, release, waiver and estoppel”).
discussed Cited "see, e.g." Lambert v. Weeks
Fla. Dist. Ct. App. · 1989 · signal: compare · confidence low
Compare Charron v. Coachmen Industries, Inc., 417 So.2d 1145 (Fla. 5th DCA 1982) (summary judgment for payee on promissory note improper where payee failed to conclusively refute affirmative defense of lack of consideration); Wagner v. Bonucelli, 239 So.2d 619, 620 (Fla. 4th DCA 1970) (“as between the original maker and original payee there can be evidence produced outside the four corners of the instrument which should be considered in support of the defenses of lack of consideration, release, waiver and estoppel”).
Retrieving the full opinion text from the archive…
Richard J. CHARRON and Geraldine S. Charron, Appellants,
v.
COACHMEN INDUSTRIES, INC., Appellee.
81-1514.
District Court of Appeal of Florida, Fifth District.
Aug 11, 1982.
417 So. 2d 1145
Frank D. Upchurch, Jr..
Cited by 5 opinions  |  Published

H. Vernon Davids, Winter Garden, for appellants.

Carol E. Donahue of Baker & Hostetler, Orlando, for appellee.

[*1146] FRANK D. UPCHURCH, Jr., Judge.

The Charrons appeal from a summary final judgment in favor of Coachmen Industries in a suit on a promissory note executed by the Charrons. The Charrons contend that Coachmen failed to refute two affirmative defenses raised by them and hence the entry of summary judgment was improper. We agree and reverse.

Coachmen filed suit against the Charrons seeking to recover on two promissory notes. Count I involved a note to a bank which was later assigned to Coachmen. Summary judgment in favor of Coachmen has not been appealed.

Count II involved a note to Coachmen executed on the date that Charron's employment with Camper's World of Orlando, Inc. was terminated. Charron and Coachmen were the only shareholders of Camper's World. Coachmen had originally hired Charron to be president and general manager of Camper's World. Coachmen claimed that the note was executed by the Charrons to reflect a salary advance that Charron had taken while employed by Camper's World.

As an affirmative defense, the Charrons claimed that the note was not supported by consideration. Coachmen contends that Charron's own admission that he had not repaid the salary advance conclusively refutes this defense. If the note had been to Camper's World, we would agree with Coachmen's contention. However, the note was to Coachmen, to whom Charron claimed that he was not indebted.

Coachmen, however, points out that on the date the note was executed, Coachmen had purchased Charron's interest in Camper's World and had become the sole stockholder in Camper's World.

Contrary to Coachmen's implication, the fact that Coachmen was the sole shareholder on the date that the note was executed would not conclusively establish the necessary consideration. Generally the board of directors represents the corporation and conducts its business while stockholders are without power to represent the corporation unless power is delegated to them or their acts are ratified by the corporation. Mease v. Warm Mineral Springs, Inc., 128 So.2d 174 (Fla. 2d DCA 1961). Here there is no evidence that Coachmen, a stockholder, was authorized by Camper's World to receive such a note or that this act had been ratified by the corporation. In addition, the termination agreement did not refer to the note or to the advance, nor did the note itself contain any reference to the advance. In these circumstances, Coachmen has not conclusively refuted the affirmative defense that there was a lack of consideration for the note to Coachmen.

In addition, the second affirmative defense was not conclusively refuted by Coachmen. As a separate defense, the Charrons had alleged that the sole consideration for the execution of the note was Coachmen's agreement to pay their debt to Camper's World. The Charrons further alleged that Coachmen has failed to pay this debt. There is no evidence in the record that a debt of the Charrons has been paid by Coachmen or forgiven by Camper's World.

As Coachmen failed to establish the legal insufficiency or conclusively refute the two affirmative defenses asserted by the Charrons, the entry of summary judgment was error. Bunner v. Florida Coast Bank of Coral Springs, 390 So.2d 126 (Fla. 4th DCA 1980); Howdeshell v. First Nat. Bank of Clearwater, 369 So.2d 432 (Fla. 2d DCA 1979). We therefore REVERSE and REMAND for a trial on these issues.

ORFINGER, C.J., and COBB, J., concur.