Amir Bajmanlou v. Signad LTD, 14-15-00853-CV

Bajmanlou, doing business as Houston Outdoor Advertising, contracted with SignAd to display an illuminated billboard ad for One Stop Clinic for one year at $24,000 (monthly $2,000); contract allowed automatic monthly extension absent 30-days written cancellation.
Bajmanlou signed the contract in his business capacity and as “guarantor”; the contract, however, obligated him personally as the primary obligor.
About 18 months later SignAd sued for unpaid amounts, pleading alternatively breach of contract, open account, guaranty, and quantum meruit; SignAd attached an affidavit and account records under Tex. R. Civ. P. 185.
Bajmanlou filed an unverified answer (attempted verification was unsigned, notarization absent, and referenced a different case); he presented no evidence at the non-jury trial and left before the case was called.
Trial court entered judgment for SignAd for $17,814.79 plus $3,500 attorney’s fees, interest, and costs; Bajmanlou appealed challenging liability under a guaranty theory and alleging the contract was illegible/ambiguous.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether evidence is sufficient to support judgment on guaranty claim	SignAd argued Bajmanlou executed contract and owed amounts; evidence included affidavit and account records	Bajmanlou contended insufficient evidence and ambiguous/illegible guaranty terms	Court did not reach guaranty issue; appellant challenged only guaranty but record supports judgment on alternative theory (open account), so judgment affirmed
Whether SignAd’s open-account proof satisfied Rule 185 and created a prima facie case	SignAd relied on affidavit by records custodian verifying accuracy and attaching account and contract	Bajmanlou failed to file a verified denial to overcome Rule 185 presumption	Held for SignAd: Rule 185 affidavit created evidentiary presumption; Bajmanlou’s unverified answer did not rebut it, so evidence legally and factually sufficient
Whether contract illegibility/ambiguity affects disposition	SignAd maintained services were provided and amounts due as shown in records	Bajmanlou argued illegible/ambiguous guaranty language	Court declined to consider illegibility because issue was moot—Bajmanlou waived defenses by failing to file verified denial and therefore cannot avoid liability on open-account basis

Branch v. Monumental Life Ins. Co., 422 S.W.3d 919 (Tex. App.—Houston [14th Dist.] 2014) (upholding judgment when no findings requested; appellate court may affirm on any theory supported by record)
Rosemond v. Al-Lahiq, 331 S.W.3d 764 (Tex. 2011) (per curiam) (same principle regarding implied findings and affirmance on any supported theory)
Kelly v. Klein, 827 S.W.2d 609 (Tex. App.—Houston [14th Dist.] 1992) (litigant seeking reversal must challenge every ground supporting judgment)
Rizk v. Fin. Guardian Ins. Agency, Inc., 584 S.W.2d 860 (Tex. 1979) (verified denial under Rule 185 destroys evidentiary effect of sworn account)
Vance v. Holloway, 689 S.W.2d 403 (Tex. 1985) (absent verified denial, plaintiff’s sworn account is legally and factually sufficient to support judgment)
Republic Nat’l Bank of Dall. v. Nw. Nat’l Bank of Fort Worth, 578 S.W.2d 109 (Tex. 1978) (defining guaranty as secondary obligation)
Dann v. Team Bank, 788 S.W.2d 182 (Tex. App.—Dallas 1990) (for a guarantor, there must be a primary obligor; signing as primary obligor is not a guaranty)
Eubank v. First Nat’l Bank of Bellville, 814 S.W.2d 130 (Tex. App.—Corpus Christi 1991) (treating a signer as guarantor of own obligation negates the guaranty concept)