365 S.W.3d 644
Mo. Ct. App.2012Background
- Capitol Group, Inc. sues Donald G. Collier, Jr. for breach of a personal guaranty tied to Triad Development Company's unpaid account.
- Triad submitted a Credit Application to Capitol on October 6, 2005; Triad's principals listed include Don Collier (President) and Cindy Collier (Secretary).
- Terms of Sale state Triad agrees to be jointly, severally, and individually responsible for payments, with a 2% per month late charge and obligation to pay collection and attorney fees.
- There is a single signature block at the bottom of the Credit Application; no separate guaranty signature block is provided.
- Capitol obtained a default judgment against Triad; Collier's personal guaranty claim was dismissal pursued by defendant under Rule 55.27(a)(6).
- Appellate court holds the Credit Application does not clearly evidence a personal guaranty signed by Collier in his individual capacity; contract construction favors corporate capacity.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the Credit Application create a personal guaranty signed by Collier? | Plaintiff contends the language makes Collier personally liable. | Defendant argues Collier signed in his corporate capacity; no explicit personal guaranty. | No personal guaranty evidenced. |
| Is Collier personally liable given the signatory's corporate capacity and signature form? | Credit Application language shows personal guaranty in effect. | Signature reflects corporate capacity; no separate signature blocks or explicit personal intent. | Corporate capacity evidenced; no personal liability. |
| If ambiguity exists, should parol evidence be admitted to determine intent? | Credit Application is ambiguous and should allow parol evidence. | No ambiguity; terms unambiguously bind Triad, not Collier personally. | Not ambiguous; no parol evidence. |
Key Cases Cited
- Dunn Indus. Group, Inc. v. City of Sugar Creek, 112 S.W.3d 421 (Mo. banc 2003) (apply contract construction to guaranties; liability strictly construed)
- Wired Music, Inc. v. Great River Steamboat Co., 554 S.W.2d 466 (Mo. App. W.D. 1977) (corporate officer liable personally only with clear intent; sign twice for personal liability)
- Warren Supply Co. v. Lyle's Plumbing, LLC, 74 S.W.3d 816 (Mo. App. W.D. 2002) (separate signature blocks illustrate personal guaranty; explicit language needed)
- United Siding Supply, Inc. v. Residential Imp. Servs., Inc., 854 S.W.2d 464 (Mo. App. W.D. 1993) (paraphernalia on guaranty language and corporate versus personal liability contexts)
- Cardinal Health 110, Inc. v. Cyrus Pharmaceutical, LLC, 560 F.3d 894 (8th Cir. 2009) (applies Missouri law on distinguishing corporate vs. personal guaranty)
- Jamieson-Chippewa Inv. Co., Inc. v. McClintock, 996 S.W.2d 84 (Mo. App. E.D. 1999) (guaranty interpretation and liability standards)