Slight departures from the name use by a corporation, such as the omission of a part of its name or the inclusion of additional words does not affect the validity of the endorsement on the note.
On September 20, 2018, the Fourth District Court of appeals in Avant Capital, LLC d/b/a Avant Recovery Fund v. Gomez, Case No. 4D17-1014, 43 Fla. L. Weekly D2163a (September 20, 2018) held that “ [s]light departures from the name used by the corporation, such as the omission of a part of its name or the inclusion of additional words, generally will not affect the validity of contracts or other business transactions as long as the identity of the corporation can be reasonably established from the evidence.” Presley v. Ponce Plaza Assocs., 723 So. 2d 328, 330 (Fla. 3d DCA 1998) (Cope, J., specially concurring) (emphasis omitted) (citing 6 William Meade Fletcher et al., Fletcher Cyclopedia of the Law of Private Corporations § 2444, at 156-58 (perm. ed. rev. vol. 1996)). See also Sweet v. Ranger Realty Co., 146 So. 199, 200 (Fla. 1933) (affirming denial of motion to dismiss suit brought to foreclose a tax certificate issued to “Covington Bank & Trust Company” instead of “Covington Trust and Banking Company”); accord Laws v. Ranger Realty Co., 148 So. 583, 583 (Fla. 1933).”
The Fourth District Court of Appeal also cited to Fla. Stat. 694.12 which provides: “all deeds of conveyance, bills of sale, mortgages, or other transfers of real or personal property within the limits of this state, heretofore made and received bona fide and upon good consideration by any corporation, or to any corporation, in which the name of said corporation shall be incorrectly set out in such deed, bill of sale, mortgage or other instrument by omitting a word from the corporate name, or by adding a word thereto, or by misspelling any part of the name of said corporation, and the identity of said corporation shall plainly appear from the contents of said instrument, or otherwise, such deed, bill of sale, mortgage or other instrument, shall be taken and deemed valid and effectual as though the name of said corporation were correctly set out in said deed, bill of sale, mortgage or other instrument, and the same shall, notwithstanding such irregularity or defect, be deemed and taken as properly executed.”
Accordingly, in it’s holding the Fourth District Court of Appeal held that the trial court erred in entering summary judgment in favor of the Borrower based entirely on the omission of the word “corporation” from the original lender lender’s name.