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socrateaser, Attorney
Category: Business Law
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Experience:  Retired (mostly)
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Can you give me any case law about the wrong corporate name

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Can you give me any case law about the wrong corporate name as to one party to a contract. Their are two different corporations with similar names, but arranged in a different order. One corporation is located in southern Fl. and the other corporation is located in central Fl. l am thing that this is not a binding contract.
Submitted: 6 years ago.
Category: Business Law
Expert:  socrateaser replied 6 years ago.

In Blackhawk Heating & Plumbing Co. v. Data Lease Financial Corp., 302 So.2d 404 (Fla. 1974), the Florida Supreme Courtheld that "even though all of the details are not definitely fixed, an agreement may be binding if the parties agree on the essential terms and seriously understand and intend the agreement to be binding on them." Blackhawk, 302 So.2d at 408. Similarly, the Uniform Commercial Code, section 672.2-204, Florida Statutes (1986), governing the formation of contracts for sales provides in pertinent part: (3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. See Zell v. Cobb, 566 So. 2d 806; 15 Fla. Law W. D 1475 (1990).


BotXXXXX XXXXXne, if the parties can be reasonably ascertained and proved to have entered into the agreement, regardless of how they may have identified themselves, the court will enforce the contract, because to do otherwise is to permit a party to escape his or her obligations. Moreover, under the doctrine of "quasi contract," parties to an unenforceable agreement will be at least required to return any unjust benefits received as a result of the unenforceable contract.


Complete escape from liability due to a faulty identity is extremely unlikely.


Hope this helps.


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