Envision Printing, LLC v. Evans
336 Ga. App. 635
Ga. Ct. App.2016Background
- Evans was CEO of Red Rhino Market Group, LLC, a customer of Envision Printing that was in arrears.
- On December 6, 2013, a promissory note in favor of Envision Printing was executed; the signature block was headed “Red Rhino Market Group, LLC” and contained lines for multiple signatures.
- Only Evans and a witness signed the note; printed text and other spaces (including a manager’s "By: Jeff Neiswanger, as manager") were crossed out; the only address listed matched Red Rhino.
- Evans swore he signed solely as Red Rhino’s CEO; emails between Red Rhino and Envision instructed that "Bernie sign it" for Red Rhino, and Envision sent the note to Red Rhino’s address for signature.
- Envision argued Evans signed personally and that the note was accepted as his personal obligation; the trial court granted Evans summary judgment, finding he signed in a representative capacity and awarding attorney fees under OCGA § 9-15-14 (amount to be determined).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Evans is personally liable under OCGA § 11-3-402(b)(2) | The form of signature does not show representative capacity, so Evans is personally liable | Evans signed solely in representative capacity; note identifies Red Rhino and surrounding evidence showed no intent to bind Evans personally | Court: No personal liability — although signature form was ambiguous, Envision had notice Evans was not intended to be personally liable and ambiguity construed against preparer (Envision) |
| Whether parol evidence was admissible to resolve signature-capacity ambiguity | Parol evidence should not be considered to create liability | Parol evidence is admissible to explain an ambiguity about representative capacity | Court: Parol evidence admissible because the instrument was ambiguous and parol evidence may explain such ambiguities |
| Whether ambiguity required submission to a jury | Ambiguity means factual dispute for jury | Court should apply rules of construction first; only unresolved ambiguity goes to jury | Court: No jury question — court resolves contract construction as a matter of law; ambiguity resolved by applying rules of construction |
| Whether trial court erred in directing affidavits on attorney fees given alleged error in underlying judgment | Underlying judgment was erroneous so fee proceedings should be vacated | Fee proceedings proper because judgment in favor of Evans was correct | Court: Fee submissions proper because underlying grant of summary judgment was affirmed |
Key Cases Cited
- Grot v. Capital One Bank (USA), 317 Ga. App. 786 (representative may or may not be personally liable depending on contract language)
- Marek Interior Sys. v. White, 230 Ga. App. 518 (statutory standards for representative liability on negotiable instruments)
- General Steel v. Delta Bldg. Sys., 297 Ga. App. 136 (contract construction steps and ambiguity analysis)
- Hertz Equip. Rental Corp. v. Evans, 260 Ga. 532 (ambiguities construed against preparer under OCGA § 13-2-2(5))
- Elwell v. Keefe, 312 Ga. App. 393 (contract disputes suitable for summary judgment; distinguishing personal guaranty language)