Joel Ratner (defendant) was the promoter of The Stereo Corner, Inc. (Stereo Corner). On November 3, 1978, Ratner, on behalf of Stereo Corner, entered into a merchant’s Mastercharge agreement with Central National Bank of Miami (Central) (plaintiff). Ratner incorporated Stereo Corner on July 10, 1979. From April to October 1979, a number of sales drafts were forged by a Stereo Corner employee and resulted in a series of charge-backs against Stereo Corner’s bank account with Central. Central sought recovery from Stereo Corner, but Stereo Corner had become insolvent. Central sued Ratner as an individual, claiming Ratner was personally liable with respect to the merchant’s Mastercharge agreement. The trial court granted summary judgment in favor of Central. Ratner appealed to the Florida Courts of Appeal.