Patterson v. Bennett Street Properties, L.P.
314 Ga. App. 896
| Ga. Ct. App. | 2012Background
- Patterson signed a five-page guaranty for Vita's lease obligations at Bennett Street Premises; landlord sought to enforce after Vita defaulted.
- Guaranty was signed December 24, 2007, before a December 27, 2007 closing at which the lease was assigned from ABDB to LaRocco and amended for Vita.
- Patterson did not read the guaranty in full or consult counsel prior to signing; he did not possess the finalized lease documents at signing.
- At the December 27 closing, the lease assignment, Fourth Amendment, and related documents were executed; Vita later defaulted on the lease.
- Landlord demanded payment under the guaranty; Patterson refused, leading to a summary-judgment suit in which the trial court granted in favor of Bennett Street and denied Patterson's cross-motion.
- On appeal, the court held the guaranty valid and binding under the Statute of Frauds and remanded for damages after reversing on the damages issue due to improper business-record evidence.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Statute of Frauds sufficiency | Patterson contends the writing failed to identify debt, debtor, promisee. | Bennett Street argues contemporaneous writings identify debt and debtor and satisfy the statute. | Guaranty valid under contemporaneous writings and Statute of Frauds. |
| Signature authenticity and completeness | Patterson argues he signed a version possibly missing pages; signature authenticity in dispute. | Bennett Street shows all five pages were present and signed at closing. | No material issue of fact; five-page version signed and delivered; enforceable. |
| Alteration of the guaranty | Handwritten addition altered the agreement; may void it. | Alteration limited and within term, not changing substantive rights. | Alteration is immaterial; guaranty remains valid and enforceable. |
| Damages evidence admissibility | Hearsay business-record summary supported damages; underlying records not available. | Affidavits establish business-necessity; records sufficient for damages. | Trial court abused discretion by admitting a summary without underlying records; damages reversed and remanded. |
Key Cases Cited
- John Deere Co. v. Haralson, 278 Ga. 192 (2004) (Statute of Frauds identification requirements)
- LaFarge Bldg. Materials v. Pratt, 307 Ga.App. 767 (2011) (contemporaneous writings allowed to satisfy Statute of Frauds)
- Baker v. Jellibeans, Inc., 252 Ga. 458 (1984) (contemporaneous writings sufficiency)
- Dabbs v. Key Equip. Finance, 303 Ga.App. 570 (2010) (contiguity of writings in same transaction)
- Senske v. Harris Trust & Sav. Bank, 233 Ga.App. 407 (1998) (interpretation of guaranty with related documents)
- Avec Corp. v. Schmidt, 207 Ga.App. 374 (1993) (inconsistencies between guaranty and lease; need for context)
- Price v. Mitchell, 154 Ga. App. 523 (1980) (alterations that are not material do not void contract)
- Brzowski v. Quantum Nat. Bank, 311 Ga.App. 769 (2011) (guaranty covers present and future debts)
- Pendley v. Stewart, 116 Ga.App. 327 (1967) (guarantor's liability for debts incurred by debtor)