The opinion of the court was delivered by: Robert C. Mitchell United States Magistrate Judge
Plaintiff, The Hutton Group, Inc., brings this breach of contract action against Defendants, Advantage Marketing International, Inc. (Advantage) and Harvey Slater, individually (Slater), arising out of Defendants‟ failure to deliver tickets Plaintiff had ordered for the 2008 Olympic Games.
Presently before this Court for disposition is a motion for summary judgment, brought by Defendant Slater. For the reasons that follow, the motion will be granted.
Plaintiff is a corporation which supplies tickets and corresponding services for sporting and entertainment events, such as the Olympics, Super Bowls, World Cup soccer and golf tournaments. Advantage is a corporation which is in the business of brokering tickets for sporting and entertainment events, such as those cited above. Slater is the sole shareholder, president and/or chief executive officer of Advantage. (Compl. ¶¶ 1-4; Answer ¶¶ 1-4; Slater Aff. ¶¶ 2-4.)*fn1
Slater asserts that Advantage followed corporate formalities and held annual corporate meetings, maintained corporate minutes, remained in good standing with the State of Florida, used corporate bank accounts, and conducted business in the corporate name. No corporate funds were commingled with personal funds. (Slater Aff. ¶ 4.) Plaintiff responds that Slater opened a bank account with the Royal Bank of Scotland (RBS) in both his name and the name of his wife, Miriam; and further that he deposited funds advanced by Plaintiff to Advantage in this account. (Slater Aff. ¶ 18; Slater Dep. at 47-49.*fn2
Advantage at all times and pertinent hereto was acting by and through its duly authorized agents, servants and/or employees, including but not limited to Slater. (Compl. ¶ 3; Answer ¶ 3.) Slater did business with Shirley Hutton, present owner of Plaintiff Hutton Group, as co-owner of Sports & Hospitality International, Inc. (SHI), for the 2000 Olympics. Both Slater and Hutton owned interests in SHI and did business together. (Slater Aff. ¶ 6.) Shortly after the 2000 Olympics, Shirley Hutton purchased Slater‟s half of SHI and she is the present owner. (Slater Aff. ¶ 7.)
Slater did business with Plaintiff as an employee of TAJ Sports & Entertainment, Inc. (TAJ) for Masters Golf in approximately 2001 or 2003. TAJ was sold out to another company in approximately2005. Slater was an employee of TAJ, and never had any interest as owner or director or officer. (Slater Aff. ¶ 8.) All tickets for Masters Golf ordered by Plaintiff from TAJ were delivered. (Slater Aff. ¶ 9.) Slater did business with Plaintiff as owner of Advantage for World Cup Soccer in 2006 and Olympics in 2008. (Slater Aff. ¶ 10.)
Slater states that, for 2006 World Cup Soccer in Germany, Plaintiff ordered tickets from a party in South Africa, but some of the tickets were not delivered and Plaintiff approached Slater, who was able to supply the tickets needed from its supplier, Desmond Lacon (Lacon), who resides in England. Lacon delivered them to Plaintiff‟s customers in various German cities. Based on this performance, as all tickets that were ordered were delivered, all parties had confidence in the ability of Lacon to supply tickets to a major event. (Slater Aff. ¶ 11.) Slater states that Lacon had previously supplied tickets to Slater‟s company for the 1996 Olympics and for Wimbledon. This also gave Slater confidence in Lacon‟s ability to come through with tickets for major events. (Slater Aff. ¶ 12.) Plaintiff denies that it knew the identity of the person who provided the tickets to Defendants for this event.
Plaintiff ordered tickets from Advantage for the opening and closing ceremonies and various events for competitions of the 2008 Summer Olympic Games in Beijing, China. (Slater Aff. ¶ 13.) Plaintiff knew that Advantage did not have the tickets in its inventory for the 2008 Olympics. All tickets had to be supplied by National Olympic Committees (NOCs), who provided them to various brokers and agents. Advantage made agreements to purchase tickets from parties who were supplied tickets by NOCs. (Slater Aff. ¶ 14.)
Slater states that Lacon agreed to supply tickets to Advantage for opening and closing ceremonies for the 2008 Olympics, with the understanding that he would obtain these tickets from a supplier in China who was expected to receive the tickets from an NOC. (Slater Aff. ¶ 15.) The terms for Lacon to obtain these tickets was for fifty percent of the purchase price to be paid in advance (25% to start and another 25% afterward). (Slater Aff. ¶ 16.) Plaintiff states that it was unaware of identity of the person and/or entity that would be supplying the tickets to Advantage.
For the tickets ordered by Plaintiff, funds were advanced by Plaintiff to Advantage; Advantage forwarded the funds to Lacon; and Lacon represented that he forwarded the funds to the supplier in China. (Slater Aff. ¶ 17.) Most of the funds advanced by Plaintiff to Advantage were wired through an account at RBS that Slater had established in his name and the name of his wife. Slater states that he looked into setting up an account for Advantage, but the bank required large balances to be held in a corporate account and it was not feasible to set up a corporate account for Advantage. (Slater Aff. ¶ 18.)
Slater states that the RBS account was only used for corporate funds of Advantage, that there were never personal funds in the account, that there was no commingling of personal and corporate funds in this account, and that the account was used as a conduit to receive funds from the USA and Europe so the funds could be transferred to Europe and other places. (Slater Aff. ¶ 19.) Plaintiff responds that Slater deposited funds it advanced in the RBS account and that he loaned his son the sum of $50,000 from this account. (Slater Dep. at 49-50.)
Slater asserts that RBS was convenient for Advantage to use because it dealt with money in dollars, euros and pounds in one institution. (Slater Aff. ¶ 20.) He further asserts that, at all times for this transaction, Plaintiff was aware of the process for obtaining the tickets and that Lacon was receiving the money from Advantage to purchase them from the supplier in China, and that they had confidence in Lacon‟s ability to provide tickets that he promised for the 2008 Olympics because he successfully supplied tickets to Advantage for the 1996 Olympics ...