Mfrs.'leas., Ltd. v. Florida Dev. & Att., Inc., 330 So. 2d 171 (Fla. 4th DCA 1976). · Go Syfert
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Mfrs.'leas., Ltd. v. Florida Dev. & Att., Inc., 330 So. 2d 171 (Fla. 4th DCA 1976). Cases Citing This Book View Copy Cite
29 citation events (6 in the last 25 years) across 5 distinct courts.
Strongest positive: Weird Science LLC v. Renovaro Biosciences, Inc. (delch, 2025-12-05)
Treatment trajectory · 1976 → 2026 · click a year to view as-of
1976 2001 2026
Top citers, strongest first. 14 distinct citers.
discussed Cited as authority (rule) Weird Science LLC v. Renovaro Biosciences, Inc.
Del. Ch. · 2025 · confidence medium
To permit a party . . . to admit that [it] signed it but to deny that it expresses the agreement [it] made or to allow [it] to admit that [it] signed it but did not read it or know its stipulations would absolutely destroy the value of all contracts.”). 75 Wexler v. Rich, 80 So.3d 1097 , 1100–01 (Fla. 4th DCA 2012) (quoting Mfrs.’ Leasing, Ltd. v. Fla. Dev. & Attractions, Inc., 330 So.2d 171, 172 (Fla. 4th DCA 1976)). 76 Breckenridge v. Farber, 640 So.2d 208, 211 (Fla. 4th DCA 1994) (quoting Marthame Sanders & Co. v. 400 W.
discussed Cited as authority (rule) JEFFREY SAVOIA v. FITNESS INTERNATIONAL, LLC d/b/a LA FITNESS and JOAN VENTO
Fla. Dist. Ct. App. · 2019 · confidence medium
“Florida adheres to the principle that a ‘party has a duty to learn and know the contents of a proposed contract before he signs’ it.” Wexler v. Rich, 80 So. 3d 1097, 1100-01 (Fla. 4th DCA 2012) (quoting Mfrs.’ Leasing, Ltd. v. Fla. Dev. & Attractions, Inc., 330 So. 2d 171, 172 (Fla. 4th DCA 1976)).
cited Cited as authority (rule) LESLIE D. MCMICHAEL a/k/a LESLIE MCMICHAEL v. DEUTSCHE BANK NATIONAL TRUST
Fla. Dist. Ct. App. · 2018 · confidence medium
Mfrs.’ Leasing, Ltd. v. Fla. Dev. & Attractions, Inc., 330 So. 2d 171, 172 (Fla. 4th DCA 1976).
discussed Cited as authority (rule) Frieri v. Capital Investment Services, Inc.
Fla. Dist. Ct. App. · 2016 · confidence medium
Solutions, Inc. v. Locust Gardens, 988 So.2d 678, 681 (Fla. 4th DCA 2008) (citation and quotation omitted) (emphasis add *455 ed); Manufacturers’ Leasing, Ltd. v. Fla. Dev. & Attractions, Inc., 330 So.2d 171, 172 (Fla. 4th DCA 1976) (stating that the addition of an official designation to a signature line “in the absence of words in the body of the instrument showing a different intent, is to be treated as matter of description, and the agent or official is personally • the . contracting party”) (quoting Williston on Contracts, Third Edition, Yol.
discussed Cited as authority (rule) Tara Woods SPE, LLC v. Cashin
Fla. Dist. Ct. App. · 2013 · confidence medium
“Florida adheres to the principle that a ‘party has a duty to learn and know the contents of a proposed contract before [s]he signs’ it.” Wexler, 80 So.3d at 1100 -01 (quoting Mfrs.’ Leasing, Ltd. v. Fla. Dev. & Attractions, Inc., 330 So.2d 171, 172 (Fla. 4th DCA 1976)).
cited Cited as authority (rule) Wexler v. Rich
Fla. Dist. Ct. App. · 2012 · confidence medium
Mfrs.’ Leasing, Ltd. v. Fla. Dev. & Attractions, Inc., 330 So.2d 171, 172 (Fla. 4th DCA 1976).
discussed Cited as authority (rule) Porlick, Poliquin, Samara v. Compton
Fla. Dist. Ct. App. · 1996 · confidence medium
The plaintiffs contend that the trial court erred by granting summary judgment in favor of Compton, as a matter of law, arguing that "the mere addition of descriptio personae to a signature does not exculpate the signatory party from responsibility." Manufacturers' Leasing, Ltd. v. Florida Dev. & Attractions, Inc., 330 So.2d 171, 172 (Fla. 4th DCA 1976).
discussed Cited as authority (rule) Diversified Realty, Inc. v. McElroy (2×)
Wash. Ct. App. · 1985 · confidence medium
Manufacturers' Leasing, Ltd. v. Florida Dev. & Attractions, Inc., 330 So. 2d 171, 172 (Fla. Dist.
discussed Cited "see" Rosl, Inc. v. Des Jardins
Fla. Dist. Ct. App. · 2000 · signal: see · confidence high
See Manufacturers’ Leasing, Ltd. v. Florida Dev. & Attractions, Inc., 330 So.2d 171, 172 (Fla. 4th DCA 1976)(holding the guaranty contract sued upon specifically negated the president’s execution of the lease guaranty contract in a representative capacity because it contained a provision stating that the obligations of the undersigned are joint and several and independent of the obligations of the lessee).
cited Cited "see" ProSports Management of the South, Inc. v. Jacobs (In Re Jacobs)
Bankr. M.D. Fla. · 2000 · signal: see · confidence high
See Manufacturers’ Leasing, Ltd., 330 So.2d at 172 .
cited Cited "see" Ford Motor Credit Co. v. Raypo Construction, Inc.
Fla. Dist. Ct. App. · 1992 · signal: see · confidence high
See Manufacturers’ Leasing, Ltd. v. Florida Dev. & Attractions, Inc., 330 So.2d 171 (Fla. 4th DCA 1976).
cited Cited "see" Stein v. Miss Franie's, Inc.
Fla. Dist. Ct. App. · 1982 · signal: see · confidence high
See, Manufacturers' Leasing Ltd. v. Florida Development & Attractions, Inc., 330 So.2d 171 (Fla. 4th DCA 1976).
cited Cited "see, e.g." C.G. Gulf Property Associates, L.P. v. Kambanis
Fla. Volusia Cty. Ct. · 1989 · signal: see also · confidence low
See also Havatampa Corp. v Walton Drug Co., Inc., 354 So.2d 1235 (Fla. 2d DCA 1978) and Manufacturers’ Leas., Ltd. v Florida Dev. & Att., 330 So.2d 171 (Fla. 4th DCA 1976).
cited Cited "see, e.g." Terry v. Zaffran
Fla. Dist. Ct. App. · 1986 · signal: see, e.g. · confidence low
See, e.g., Manufacturers' Leasing, Ltd. v. Florida Development and Attractions, Inc., 330 So.2d 171 (Fla. 4th DCA 1976).
MANUFACTURERS' LEASING, LTD., a Florida Limited Partnership, Appellant,
v.
FLORIDA DEVELOPMENT & ATTRACTIONS, INC., a Florida Corporation, and Walton McJordan, Appellees.
74-1618.
District Court of Appeal of Florida, Fourth District.
Mar 26, 1976.
330 So. 2d 171
Nesbitt.
Cited by 25 opinions  |  Published

John L. Graham, Jr. and Harland Tuck, of Giles, Hedrick & Robinson, P.A., Orlando, for appellant.

F.D. McKnight, Orlando, and Morgan S. Bragg, West Palm Beach, Yergey, Yergey & McKnight, Orlando, and Howell, Kirby, Montgomery, D'Aiuto & Dean, P.A., West Palm Beach, for appellees.

NESBITT, JOSEPH, Associate Judge.

Appellant, Manufacturers' Leasing, Ltd., as plaintiff (lessor), sued Florida Development & Attractions, Inc., defendant (lessee), for damages under a lease agreement and joined Walton McJordan, individually, as guarantor of the lease agreement. When the action came on for trial, without a jury, Florida Development did not appear or defend and consequently a money judgment was entered against it. That[*172] judgment is not the subject of this appeal and Florida Development is not before this Court. The cause then proceeded solely against the guarantor, McJordan, who was President and a principal shareholder of Florida Development. At the close of all the evidence, the court entered an involuntary dismissal in favor of McJordan pursuant to RCP 1.420(b), consequent upon which the final judgment appealed from was entered. Dismissal of the plaintiff's action was prompted because the trial court found that McJordan was not personally bound by the guaranty running to the lessor. That ruling is challeged here by the appellant's assignments of error.

The first question is whether McJordan was personally bound by the guaranty contract which he executed. The contract in question was prepared by the lessor upon a printed form and submitted to McJordan for signature. The executed contract as signed was as follows:

"INDIVIDUALS Walton McJordan, President Signature: /s/ Walton McJordan Pres Resident Address: 601 N. Ferncreek Ave. City & State: Orlando, Fla. Telephone: 241-1032 Signature: ____________________________ Resident Address: _____________________ City & State: _________________________ Telephone: ____________________________ CORPORATION Legal Name: ___________________________ By: _____________________________ Title "

At trial, McJordan was permitted to testify over the lessor's objection that he did not read the document; that he considered himself as signing the guaranty in his representative capacity of the President of the lessee corporation and further it was not the policy of other principals of the lessee corporation to ever execute guaranty contracts individually. The lessor correctly contended below, as it does here, that the mere addition of descriptio personae to a signature does not exculpate the signatory party from responsibility. The rule is simply stated in Williston on Contracts, Third Edition, Vol. II, § 299:

"* * * [I]t is generally held that the mere addition of the word `agent' or such official designations as — `president,' `treasurer,' `secretary,' `trustee' and the like, in the absence of words in the body of the instrument showing a different intent, is to be treated as matter of description, and the agent or official is personally the contracting party."

This is the common law rule unless modified by statute.[1] Thus, in Falsten Realty Co. v. Kirksey, 1931, 103 Fla. 225, 137 So. 267, the Supreme Court stated that the addition of descriptio personae to an individual's name rendered him prima facie liable unless from a reading of the whole instrument an intent appears to bind only the principal. In this case, the guaranty contract sued upon specifically negated McJordan's execution of the guaranty contract in a representative capacity because it contained the following provision:

"The obligations of the undersigned hereunder are joint and several, and are independent of the obligations of the lessee." (emphasis supplied)

A party has a duty to learn and know the contents of a proposed contract before he signs and delivers it, and in the absence of exceptions not pertinent here is presumed to know and understand its contents, terms and conditions. 7 Fla.Jur., Contracts, § 17. Consequently, it was a classical violation of the parol evidence rule to admit testimony to enlarge or deviate from the clear and unambiguous terms of the instrument sued[*173] upon in order to arrive at the true intentions of the parties. Bryant v. Food Mach. & Chem. Corp. Niagara Chem. Div., Fla. App.3d 1961, 130 So.2d 132. Bryant, supra, enumerates the reason for the rule:

"Courts cannot make contracts for parties and where agreements are unambiguous, they must be enforced in accordance with their terms."

The court having erred in admitting into evidence over appellant's objection McJordan's testimony as to his subjective intent in executing the guaranty agreement, the judgment is reversed and this cause remanded for a new trial.

REVERSED AND REMANDED.

OWEN and DOWNEY, JJ., concur.

1 The Uniform Commercial Code, F.S. 673.3-403(2) makes parol evidence admissible between the immediate parties to establish that an agent signed in his representative capacity. We expressly do not reach the applicability of that statute here because the instruments sued upon are not "negotiable" in character. See, F.S. 673.3-102(1)(e).