DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
CARL J. DOMINO,
Appellant,
v.
RANDY NIELSEN and PUBLIC CONCEPTS, LLC,
Appellees.
No. 4D20-986
[June 23, 2021]
Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm
Beach County; Janis Brustares Keyser, Judge; L.T. Case No. 50-2016-CA-
007959-XXXX-MB.
Carl Domino, Jupiter, pro se.
Ricardo A. Reyes and Sacha A. Boegem of Tobin & Reyes, P.A., Boca
Raton, for appellees.
PER CURIAM.
We affirm the trial court’s detailed final judgment for appellees in
appellant’s suit for breach of fiduciary duty and negligent
misrepresentation. We discuss only the court’s findings with respect to
the claim of breach of fiduciary duty. Competent substantial evidence
supported the affirmative defenses raised by appellees.
Appellees had negotiated with a third party for fundraising services to
be provided to appellant’s political campaign. The contract consisted of
an email to the third party with the terms of employment, which email was
copied to both the appellant and his campaign manager. Appellant
terminated the services, and the third party sued the appellant on the
contract, but appellant eventually prevailed. Appellant then sued
appellees for breach of fiduciary duty, claiming that appellees had no
authority to enter into the contract with the third party. He claimed as
damages his costs in defending the suit with the third party.
After a full trial, the court did not determine whether a fiduciary duty
existed, noting that the evidence was in dispute as to whether appellant
had authorized appellees to negotiate with the third party for the terms
included in the email. The court instead found that, regardless of whether
appellant had specifically authorized appellees to negotiate the contract in
question, appellant had ratified, waived, and was estopped to contest the
email contract. The court found that appellant was copied on the
employment contract email and subsequently received it five more times.
Neither appellant nor his campaign manager objected to its contents.
Finding that appellant had a duty to speak if he objected to the contents,
the court determined that the affirmative defenses of ratification, waiver,
and estoppel had been proved.
Both at trial and on appeal, appellant argues that as a principal he
could not be charged with knowledge of the agreement entered into by
appellees, because he was very busy and did not read any of the emails
containing the contractual provisions. Thus, he claims he did not have
actual knowledge of the contract terms necessary for ratification. See
Deutsche Credit Corp. v. Peninger,
603 So. 2d 57, 58 (Fla. 5th DCA 1992)
(“Ratification of an agreement occurs where a person expressly or impliedly
adopts an act or contract entered into in his or her behalf by another
without authority.”).
As did the trial court, we reject the appellant’s contention of lack of
actual knowledge. “‘Actual notice’ is also said to be of two kinds: (1)
Express, which includes what might be called direct information; and (2)
implied, which is said to include notice inferred from the fact that the
person had means of knowledge, which it was his duty to use and which
he did not use, or, as it is sometimes called, ‘implied actual notice.’” Sapp
v. Warner,
141 So. 124, 127 (Fla. 1932) (citations omitted). “The principle
applied in cases of alleged implied actual notice is that a person has no
right to shut his eyes or ears to avoid information, and then say that he
has no notice; that it will not suffice the law to remain willfully ignorant of
a thing readily ascertainable by whatever party puts him on inquiry, when
the means of knowledge is at hand.”
Id. (citations omitted).
Appellant received the first email setting forth the terms of the contract
negotiated with the third party and five more emails including its terms.
That he claimed he was too busy to read them does not defeat the fact that
he had implied actual notice of it. Moreover, his campaign manager, who
did have authority to enter into contracts of employment for the campaign,
actually opened the email and replied to it, albeit on other matters. There
was competent substantial evidence to support the trial court’s
determination that appellees had proved their affirmative defenses of
ratification, waiver, and estoppel.
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Affirmed.
WARNER, KLINGENSMITH, JJ., and ROBINSON, MICHAEL A., Associate Judge,
concur.
* * *
Not final until disposition of timely filed motion for rehearing.
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