Elwell v. Keefe
312 Ga. App. 393
| Ga. Ct. App. | 2011Background
- Betty D. and Kenneth W. Keefe sued DCI Logistics, Inc. and two corporate officers over a promissory note for $50,000 with 10% interest.
- The Keefes claimed the note also served as personal guarantees by Elwell and West, the named guarantors.
- The note presented signatures of Elwell and West under DCI Logistics Inc., with their printed names and titles.
- The trial court granted summary judgment to the Keefes; Elwell and West appealed.
- The court held the document binding only on DCI, not a personal guarantee by Elwell or West, and reversed the summary judgment.
- Key authorities discussed include strict construction of suretyship guarantees and where a single corporate signature does not establish personal liability.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether signatures bind individuals personally | Keefe asserts personal guarantees from Elwell and West. | Elwell and West signed in a representative capacity for DCI. | Signatures bind only DCI; no personal guarantee |
| Does language create a personal guarantee despite corporate signing | Document language shows guarantee of debt by individuals. | Plain language shows promissory note to DCI; individuals not personally liable. | Document binds DCI only; no personal liability |
| Appropriate interpretation standard for contract/guarantee disputes | GA courts should treat as personal guarantees where language supports it. | Contracts of suretyship are strictly construed; avoid extension by implication. | Strict construction; no implied personal guarantee |
Key Cases Cited
- Kirves v. Juno Indus., 226 Ga. App. 509 (Ga. App. 1997) (mere title with names not enough to imply personal guaranty)
- Upshaw v. Southern Wholesale Flooring Co., 197 Ga. App. 511 (Ga. App. 1990) (single signatures may not show personal guaranty; strict interpretation)
- Keane v. Annice Heygood Trevitt Support Trust, 285 Ga. App. 155 (Ga. App. 2007) (strict liability for suretyship; no extension by interpretation)
- Rawlings v. Robson, 70 Ga. 595 (Ga. 1883) (principal indicated on face controls liability)
- Matjoulis v. Integon Gen. Ins. Corp., 226 Ga. App. 459 (Ga. App. 1997) (ancillary authority cited in contract interpretation)
- Core LaVista, LLC v. Cumming, 308 Ga. App. 791 (Ga. App. 2011) (contract interpretation principles cited)