Yellow Book Sales & Distribution Co. v. Valle
2012 Conn. App. LEXIS 24
Conn. App. Ct.2012Background
- Yellow Book sued Valle personally on guarantees for Moving America debts.
- Moving America had existing contracts with Yellow Book for advertising; credit extended to Moving America.
- Valle signed form contracts as President; signature lines show 'David Valle, President' on each agreement.
- Yellow Book's theory: Valle's obligation is a personal guaranty; contract language is ambiguous about individual party status.
- Trial court granted summary judgment for Valle, holding the statute of frauds applied to render the agreements unenforceable due to ambiguity.
- Appellate Court AFFIRMS, holding the obligation was collateral and subject to the statute of frauds; writings were ambiguous about Valle's individual party status.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Valle's promise was to answer for Moving America's debt | Yellow Book argues a personal guaranty. | Valle contends it was an original undertaking not within § 52-550. | Collateral promise; within statute of frauds |
| Whether the writings clearly show Valle personally liable | Writings identify Valle as signer; intended personal liability. | Writings are ambiguous on capacity; not clearly personal. | Ambiguous; not enforceable under statute |
Key Cases Cited
- Kerin Agency, Inc. v. West Haven Painting & Decorating, Inc., 38 Conn.App. 329 (1995) (personal guarantees may be original or collateral depending on credit recipient)
- Bartolotta v. Calvo, 112 Conn. 385 (1930) (clarifies original vs collateral undertaking in statute of frauds)
- Equipment Distributors, Inc. v. Adams, 33 Conn.Supp. 528 (1976) (statute of frauds applicability to personal liability)
- SS-II, LLC v. Bridge Street Associates, 293 Conn. 287 (2009) (essential terms and statute of frauds sufficiency in memoranda)
- Tolk v. Williams, 75 Conn.App. 546 (2003) (entire document considered for contract formation)