CENTRAL NATIONAL BANK OF MIAMI, A NATIONAL BANKING CORPORATION, APPELLANT,
v.
MUSKAT CORPORATION OF AMERICA, INC., AND ADOLFO MUSKAT, APPELLEES
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Central National Bank appealed a trial court's judgment denying the bank's claim against Adolfo Muskat on a personal guaranty agreement. The court held that Muskat's addition of the word "president" after his signature on the guaranty did not transform it into a corporate guaranty, and therefore Muskat remained individually liable despite this notation.
The addition of "president" after Muskat's signature did not transform the guaranty into a corporate guaranty. The guaranty remained an individual obligation, and Muskat is personally liable despite the notation, because the document was drafted and structured to impose individual responsibility.
[1] A guaranty agreement signed by an individual with "president" added after their name, where the agreement's terms clearly indicate individual responsibility, should not b…
[2] The addition of a "descriptio personae" after an individual's signature on a guaranty agreement does not defeat the purpose of the guaranty when the document as a whole c…
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“If the Guaranty is a corporation Guaranty, it is a nullity and adds nothing to the loan transaction. The corporation was already liable on the promissory note and other documents.”
Establishes that a corporate guaranty would be redundant and void, supporting the interpretation that the parties intended individual liability.
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Join FLexlaw to unlock all legal intelligenceMuskat Corporation of America borrowed $300,000 from Central National Bank and executed a promissory note, security agreement, mortgage, and guaranty …
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BARKDULL, Judge.
In connection with the appellee corporation borrowing $300,000.00 from the appellant bank, the corporation executed a promissory note, a security agreement and a mortgage. A separate guaranty agreement was also executed. All of these documents bore the date, April 29, 1982. The first three documents had the following typed at the appropriate place for the signature, “Muskat Corporation of America, Inc., below this a line for the written signature, which had typed beneath it, By: Adolfo Muskat, President”.1
The Guaranty had typed at the appropriate place for the signature only the name, Adolfo Muskat.2
When the appellee Adolfo Muskat executed the Guaranty Agreement, he added after his name the word, president. The trial court held that this created a corporation guaranty of its own obligation, to wit: the simultaneously executed corporation note.
We disagree as a matter of law. If the Guaranty is a corporation Guaranty, it is a nullity and adds nothing to the loan transaction. The corporation was already liable on the promissory note and other documents. The individual by the addition of the “descritio personel” cannot defeat the purpose of the guaranty agreement; it, by its terms, contains provisions, for individual liability. It provided only for individual signature (contrasting to the other documents) and its import should not be altered or destroyed by the individual adding the word president after his signature, when the document as a whole clearly indicates that it was to be an individual responsibility. See in this connection the following authority: Roy v. Davidson Equipment, Inc., 423 So. 2d 496 (Fla. 4th DCA 1982); Stein v. Miss Fraine’s, Inc. 417 So. 2d 726 (Fla. 1st DCA 1982); Sabin v. Lowe’s of Florida, Inc., 404 So. 2d 772 (Fla. 5th DCA 1981); Vacation, Inc. v. Southeast First Leasing, Inc., 358 So. 2d 105 (Fla. 3d DCA 1978); Manufacturers’ Leasing, Ltd. v. Florida Development & Attractions, Inc., 330 So. 2d 171 (Fla. 4th DCA 1976).
Therefore the final judgment denying liability on the guaranty is reversed with directions to the trial judge to find liability on the guaranty and adjudicate same against the individual appellant, Adolfo Muskat.
Reversed and remanded with directions.
.
No. _Due April 29. 1982 P. O. Address 16497 N.W. 49th Ave. Hialeah, Fla. Muskat Corporation of America, Inc. _(seal) /s/ Adolfo Muskat, President (seal) By: Adolfo Muskat, President
.
IN WITNESS WHEREOF, I have hereunto set mv hand_and seal _the day and year above written. SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF. /s/ signature illegible /s/ Adolfo Muskat, President (SEAL) Adolfo Muskat _(SEAL) (SEAL)
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Onderko v. Advanced Auto Ins., Inc., 477 So. 2d 1026 (Fla. 2d DCA 1985)…and after the word “by,” he also became bound in his individual capacity under the terms of the leases. It would have made no difference had he added any descriptio personae beside his signature. See Central National Bank v. Muskat Corp. of America, 430 So. 2d 957 (Fla. 3d DCA 1983); Manufacturers’ Leasing Ltd. v. Florida Development & Attractions, Inc., 330 So. 2d 171 (Fla. 4th DCA 1976). A party has a duty to learn and know the contents of an agreement before signing it. Manufacturers’ Leasing Ltd. Any inq…
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Leviton v. Philly Steak-Out, Inc., 533 So. 2d 905 (Fla. 3d DCA 1988)…DCA), appeal dismissed, 354 So. 2d 980 (Fla.1977). Third, the remainder of the points raised on appeal have no merit and require no discussion. See Tesini v. Zawistowski, 479 So. 2d 775, 776 (Fla. 4th DCA 1985); Central Nat’l Bank v. Muskat Corp., 430 So. 2d 957, 958 (Fla. 3d DCA 1983); Sabin v. Lowe’s of Fla., Inc., 404 So. 2d 772, 773 (Fla. 5th DCA 1981); Serotkin v. Flavin, 111 So. 2d 483, 484-85 (Fla. 3d DCA), cert, denied, 115 So. 2d 415 (Fla.1959). The final summary judgment under review is, therefore…
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Lab. Corp. OF Am. v. McKOWN, 829 So. 2d 311 (Fla. 5th DCA 2002)…onas.”) (citation omitted); Nelson v. Ameriquest Techs., Inc., 739 So. 2d 161 (Fla. 3rd DCA 1999); Summit Consulting, Inc. v. J.J. Walsh Constr., Inc., 568 So. 2d 1290 (Fla.App.2d Dist.1990); Central Nat’l Bank of Miami v. Muskat Corp. of Am., Inc., 430 So. 2d 957 (Fla. 3rd DCA 1983); see also Sabin v. Lowe’s of Florida, Inc., 404 So. 2d 772, 773 (Fla. 5th DCA 1981) (“The fact that he signed it ‘as president’ should not alter the plain and obvious meaning and intent expressed in the document.”). The reason fo…
Previewing 3 of 19 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Mfrs'. Leasing, Ltd. v. Fla. Dev. & Attractions, Inc., 330 So. 2d 171 (Fla. 4th DCA 1976)
- Garland v. State, 404 So. 2d 772 (Fla. 5th DCA 1981)
- ROY v. Davidson Equip., Inc., 423 So. 2d 496 (Fla. 4th DCA 1982)
- Stein v. Miss Franie's, Inc., 417 So. 2d 726 (Fla. 1st DCA 1982)
- Vacation, Inc. v. Se. First Leasing, Inc., 358 So. 2d 105 (Fla. 3d DCA 1978)