17 A.3d 168
Md. Ct. Spec. App.2011Background
- ULG and Ubom defaulted on a $100,000 SunTrust line of credit; Ubom signed as guarantor on the credit application.
- The guarantor information on the form included Ubom’s personal data, and he signed as Guarantor on the guarantor line and as Applicant on another line, with his title noted as Managing Attorney.
- SunTrust sued ULG and Ubom for delinquency and seeking judgment against both jointly and severally for principal, interest, and fees.
- The circuit court granted SunTrust summary judgment finding the guaranty facially personal and Ubom personally liable.
- Ubom argued he signed in his official capacity as Managing Partner, not personally liable; the court rejected this and held the guaranty was personal.
- On appeal, the Court of Special Appeals affirmed, holding the agreement language and surrounding documents unambiguously created personal liability for Ubom.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Ubom personal guaranty arise from the agreement's language? | Ubom | Ubom | Yes; the guaranty was personal under the contract terms |
| Was Ubom signing as guarantor personal or representative capacity? | SunTrust | Ubom | Personal liability; signatures on two lines indicate personal guaranty |
| Is parol evidence admissible to contradict unambiguous guaranty language? | SunTrust | Ubom | No; contract language unambiguous; parol evidence barred |
| Did the entire agreement show Ubom’s intent to be personally liable? | SunTrust | Ubom | Yes; guaranty clause and guarantor information point to personal liability |
| Was summary judgment proper given undisputed facts? | SunTrust | Ubom | Yes; no material fact disputable about personal guaranty |
Key Cases Cited
- L & H Enterprises, Inc. v. Allied Building Prod. Corp., 88 Md.App. 642 (1991) (ambiguous capacity of corporate officer as guarantor depends on contract context)
- Curtis G. Testerman Co. v. Buck, 340 Md. 569 (1995) (signing twice by officer signals personal liability)
- Maske v. Chrysler First Commercial Corp., 602 So. 2d 388 (Ala.1992) (signature with title does not negate personal capacity)
- Ocean Petroleum Co. v. Yanek, 416 Md. 74 (2010) (objective contract interpretation; unless ambiguous, no extrinsic evidence)
- Brendsel v. Winchester Constr. Co., 392 Md. 601 (2006) (ambiguity examined at contract language level; extrinsic sources limited)