Yellow Book Sales and Distribution Company, Inc. v. Feldman
982 N.E.2d 162
Ill. App. Ct.2012Background
- Yellow Book sued Feldman as guarantor on four Glassworks advertising contracts signed between 2007 and 2009; each contract front signature block showed Feldman’s name with Pres./President and back showed Paragraph 14G stating personal liability.
- The contracts identified Glassworks, Inc. as Customer; Feldman signed on behalf of Glassworks and was expressly labeled as President next to his signature.
- Paragraph 14G stated the signer personally undertook full performance and payment, with instruction to sign both in individual capacity and for the Customer.
- The circuit court found the contract ambiguous due to Feldman’s signature with a title, set a bench trial to determine his intent, and allowed extrinsic evidence.
- At trial, Feldman admitted he continued signing similar contracts over a 10-year period, despite being on notice of potential personal liability, and the last contract (Nov. 16, 2010) was signed electronically without a title.
- The circuit court ultimately ruled Feldman personally liable, and the appellate court affirmed, holding the evidence supported personal liability despite Feldman’s testimony to the contrary.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Feldman intended to be personally bound | Feldman | Feldman | The court affirmed Feldman’s personal liability. |
| Standard of review and manifest weight of the evidence | Yellow Book | Feldman | Appellate review affirms trial’s manifest-weight ruling. |
| Effect of “individually” language and the contract’s form vs. intent evidence | Yellow Book | Feldman | Language and surrounding circumstances support personal liability. |
Key Cases Cited
- Knightsbridge Realty Partners, Ltd-75 v. Pace, 101 Ill. App. 3d 49 (1981) (intent may be inferred from all facts and circumstances)
- Western Casualty & Surety Co. v. Bauman Insurance Agency, Inc., 81 Ill. App. 3d 485 (1980) (agency officer signature may imply personal liability absent contrary intent)
- Wottowa Insurance Agency, Inc. v. Bock, 104 Ill. 2d 311 (1984) (signature with corporate affiliation generally not personal liability absent contrary intent)
- International Capital Corp. v. Moyer, 347 Ill. App. 3d 116 (2004) (great deference to trial court on credibility; manifest-weight review standard)
- Veco Corp. v. Babcock, 243 Ill. App. 3d 153 (1993) (trier of fact weighs witness credibility and documentary evidence)
- Kankakee Concrete Products Corp. v. Mans, 81 Ill. App. 3d 53 (1980) (UCC-based representations; representation of signatory capacity)
- Addison State Bank v. National Maintenance Management, Inc., 174 Ill. App. 3d 857 (1988) (illustrates personal liability determination context)