Brzowski v. Quantum National Bank
311 Ga. App. 769
| Ga. Ct. App. | 2011Background
- Quantum loaned $588,656.98 to Patrick Circle on September 19, 2007, evidenced by a Note and Security Agreement signed by Brzowski as managing member.
- Brzowski signed a personal Guaranty for Patrick Circle's debts to Quantum; Guaranty identified Brzowski as guarantor, Patrick Circle as borrower, Quantum as lender, and described as Present and Future Debt.
- Guaranty lacks a date of execution; Guaranty language covers debts existing and future, with no temporal limitation.
- Patrick Circle defaulted in March 2009; Quantum demanded payment from Patrick Circle and Brzowski and filed suit for breach of the Note and Guaranty and for attorney fees.
- Trial court entered judgment for Quantum against Patrick Circle and Brzowski after stipulations on authenticity; Brzowski challenged Guaranty validity and fee proceedings on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does lack of execution date defeat Statute of Frauds? | Brzowski argues Guaranty unenforceable for no execution date. | Brzowski contends missing date prevents debt identification. | Guaranty valid; no execution date required. |
| May parol evidence clarify execution date or debt scope? | Parol evidence improperly used to identify execution date and debt. | Parol evidence should be excluded as to essential terms. | Parol evidence permissible to explain nonessential terms; execution date not essential. |
| Did the demand letter satisfy OCGA 13-1-11 notice requirements for attorney's fees? | Notice complied with 13-1-11 by indicating potential attorney's fees after ten days. | Letter failed to quote the fee provision explicitly. | Sufficient substantial compliance; notice informed ten-day requirement and fee expectation. |
| Was the ten-day notice requirement of OCGA 13-1-11 satisfied despite extra dispute period? | Ten days to pay without fees was communicated; dispute period did not negate it. | The extra 30-day dispute window could undermine ten-day requirement. | Not dispositive; ten-day period satisfied and enforceable. |
Key Cases Cited
- McDilda v. Norman W. Fries, Inc., 278 Ga.App. 51 (2006) (reaffirms standards for trial court findings of fact and appellate deference)
- Airport Auth. of City of St. Marys v. City of St. Marys, 297 Ga.App. 645 (2009) (reiterates standard of review for trial court conclusions of law)
- Beasley v. Wachovia Bank, 277 Ga.App. 698 (2006) (upholds guaranty interpretations under Statute of Frauds)
- Schroeder v. Hunter Douglas, Inc., 172 Ga.App. 897 (1984) (guaranty language addressing present and future debts)
- Trust Assoc. v. Snead, 253 Ga.App. 475 (2002) (substantial compliance approach to OCGA 13-1-11 notice)