U.S. Distibutors, Inc. v. Block

Filing 121

ORDER on Non-Jury Trial and Final Judgment. Signed by Judge Paul C. Huck on 6/28/2010. (ebs) (Main Document 121 replaced on 6/29/2010) (wc). Modified on 6/29/2010: replaced original document with text-searchable copy (wc).

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA Case No.: 09-21635-CIV-HUCKlO'SULLIVAN
U.S. DISTRIBUTORS, INC. a Florida corporation, Plaintiff, vs. JOHN P. BLOCK, an individual,

CLOSED CIVIL CASE

____________________________1
ORDER ON NON-JURY TRIAL AND FINAL JUDGMENT
On June 21, 2010, the Court held a non-jury trial to determine whether U.S. Distributors, Inc. was the proper plaintiffto bring this case against John P. Block for breach of an agreement concerning the purchase and sale of aircraft parts, the payment of rent on a storage facility, and the exchange of several vehicles. The Court has previously issued two orders in this case that summarize the allegations set forth in the complaint and counterclaim. See

Defendant.

u.s. Distributors, Inc. v. Block, No. 09-cv-21635, 2009

WL 3295099, at *1 (S.D. Fla. Oct. 13,2009) (denying the Block's motion to dismiss the complaint) and

u.s. Distributors, Inc.

v. Block, No. 09-cv-21635, 2010 WL 337669, at *1 (S.D. Fla. Jan. 22, 2010)

(dismissing a third-party complaint brought by Block against James and Karen Confalone). After hearing the evidence and argument of counsel at the one-day bench trial, the Court announced its ruling that U.S. Distributors lacked standing to enforce the previously described agreement. Accordingly, for the reasons stated in Court and those expressed below, the Court concludes that this case should be dismissed with prejudice. As noted in the Court's prior orders, U.S. Distributors brought this lawsuit based on an agreement that was memorialized in a series ofe-mails exchanged between Block and James and Karen Confalone. 1 Although these e-mails make no reference to any role or interest that U. S. Distributors

The Court makes no findings regarding Karen Confalone's involvement in the transaction. At trial, U.S. Distributors argued that Karen Confalone was involved only as an intermediary in communications between James Confalone and John Block. Karen Confalone's involvement was necessary because, unlike James Confalone, she maintains an e-mail account and

might have in the transaction, throughout this litigation U.S. Distributors has argued that Block knew all along that Confalone was acting on behalf of U.S. Distributors. But even if Block did not know that Confalone was acting on behalf of U.S. Distributors, U.S. Distributors has argued that it has standing to enforce the contract because Confalone was acting as its undisclosed agent. The evidence adduced at trial, however, supports neither theory . No credible evidence presented at trial indicates that Block knew that Confalone was acting on behalf of U.S. Distributors during the course of the negotiations. Accordingly, the evidence does not support U.S. Distributors' argument that it is the only party with standing to bring this lawsuit. The credible evidence also does not support the undisclosed agency argument. The Court agrees that a party may contract through an undisclosed agent and, where a party contracts in such a manner, both the undisclosed agent and the principal are liable on the contract and either may sue to enforce any rights under the contract. See El Jordan v. Solymar,
S. de R.L., 315 F .Supp.2d 1355, 1363-64 ("Here, although Solymar claims to have acted as an agent, it

did not act as agent for a disclosed principal, and therefore, Solymar became liable as the principal on the contract."); Restatement (Third) of Agency § 6.03 (2006) ("When an agent acting with actual authority makes a contract on behalf of an undisclosed principal, (l) unless excluded by the contract, the principal is a party to the contract; (2) the agent and the third party are parties to the contract; and (3) the principal, if a party to the contract, and the third party have the same rights, liabilities, and defenses against each other as if the principal made the contract personally, subject to §§ 6.05-6.09."); see also Am. Can Co. v. Horlamus Corp., 341 F.2d 730, 732 (5th Cir. 1965) (whether an undisclosed agency exists is a factual matter). The Court finds that at the time of the "tr