580 F.Supp.3d 1201
M.D. Fla.2022Background
- BrewFab, a metal fabricator, built prototype machinery for 3 Delta under an oral agreement and invoiced 3 Delta beginning December 2018.
- 3 Delta stopped paying invoices in December 2019; BrewFab halted shipments and refused further work absent payment.
- On a January 30, 2020 call, BrewFab alleges Russo (3 Delta’s president) promised to pay outstanding and future invoices; Russo denies the oral promise.
- Russo sent a text on January 30, 2020: “As per our conversation on Jan 30th 2020 I george Russo from 3 Delta do promise to pay brew fab in full all outstanding bills as of this date and all agreed upon work done for 3 delta future forward.” BrewFab resumed work relying on the text.
- BrewFab sued (Aug. 28, 2020) for unpaid invoices (~$350,000+) and asserted a breach-of-guaranty claim against Russo (Count II).
- Court granted BrewFab’s cross-motion and denied Russo’s motion for summary judgment as to Count II, holding the text constitutes an enforceable personal guaranty; remaining claims against 3 Delta proceed to trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Russo’s text is a personal guaranty | Text is a personal promise by Russo to pay 3 Delta’s past and future invoices; it bound him individually | Text is corporate/representative (signed “from 3 Delta”) and lacks words like “personal” or “guaranty” | Text is a personal guaranty; context and language show individual promise, not a meaningless corporate guaranty |
| Whether the guaranty is supported by consideration | BrewFab resumed work and delivered equipment in reliance on Russo’s promise; that performance constitutes sufficient consideration | No new consideration to Russo personally; no invoice or benefit issued to him individually | Consideration exists: Russo undertook a new personal obligation and BrewFab provided performance/benefit to 3 Delta, which is adequate under Florida law |
| Whether the text satisfies Florida’s statute of frauds (signed writing) | Text message signed “I George Russo” is an electronic signature and contains essential terms; complies with UETA/Electronic Signatures Act | Text is not a formal “Personal Guaranty” document and lacks explicit guaranty language; statute of frauds not met | The text is a signed writing under Florida law and UETA; it satisfies the statute of frauds as an electronic signature and memorandum |
| Relief at summary judgment | Seek summary judgment on Count II in BrewFab’s favor | Russo sought summary judgment dismissing Count II | Court granted BrewFab’s summary judgment on the guaranty claim and denied Russo’s motion; entered no final judgment under Rule 54(b) because other claims remain |
Key Cases Cited
- Fort Plantation Invs., LLC v. Ironstone Bank, 85 So. 3d 1169 (Fla. 5th DCA 2012) (defining guaranty as a promise to pay another’s debt upon default)
- Lab’y Corp. of Am. v. McKown, 829 So. 2d 311 (Fla. 5th DCA 2002) (court examines entire instrument to determine personal liability despite corporate title)
- Robert C. Malt & Co. v. Carpet World Distribs., Inc., 763 So. 2d 508 (Fla. 4th DCA 2000) (officer’s signature plus guaranty language enforces personal liability)
- Great Lakes Prods., Inc. v. Wojciechowski, 878 So. 2d 418 (Fla. 3d DCA 2004) (imposing personal liability where officer signed promise to finance corporate account)
- Fed. Deposit Ins. Corp. v. Univ. Anclote, Inc., 764 F.2d 804 (11th Cir. 1985) (guaranty is collateral promise to answer for corporate obligation)
- Kolski v. Kolski, 731 So. 2d 169 (Fla. 3d DCA 1999) (broad view of what constitutes a memorandum for statute-of-frauds purposes)
- Roy v. Davidson Equip. Inc., 423 So. 2d 496 (Fla. 4th DCA 1982) (including corporate title with a signature does not automatically prevent imposing personal liability)