JAMES I. HUNTER, APPELLANT,
v.
TARTAN CONSTRUCTION COMPANY, APPELLEE
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A guarantor remains fully liable under a guaranty agreement even when a co-guarantor fails to sign, absent clear contractual language or proven parol evidence conditioning the guarantor's obligation on all parties signing.
A guarantor is bound by a guaranty agreement despite a co-guarantor's failure to sign unless the contract's language or proven parol evidence shows the guarantor's signature was conditioned on all parties signing.
[1] A guarantor remains bound by a guaranty agreement when a co-guarantor fails to sign unless the contract's language or proven parol evidence conditions the guarantor's lia…
Previewing 1 of 1 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“a contract not signed by all of the parties, but otherwise valid, may be upheld against a signing party, unless the nature or the wording of the contract indicates that his signature was conditioned upon all other parties signing the contract, or he can prove by parol evidence that when he signed the contract he made it known to the other parties who now seek to sustain the contract that he only intended to be bound if all parties signed it.”
The court stated the controlling legal standard for determining whether a non-signing party's failure to execute a contract relieves a signing party of liability.
Hunter signed a guaranty agreement stating that both guarantors would execute the contract with joint and several liability, but the co-guarantor fail…
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TOBIN, DAVID L., Associate Judge.
This is an appeal from a judgment which held a guarantor fully liable under a guaranty agreement which was to be executed by a co-guarantor, who failed to do so.
The guaranty agreement, signed by appellant, stated that both guarantors were to execute the contract and that liability was joint and several. Despite the co-guarantor failing to sign the guaranty, the trial court found that the guaranty was not conditional upon all other parties signing it and held appellant liable to the full extent of the guaranty agreement. We agree with the Second District’s holding in Skinner v. Haugseth, 426 So. 2d 1127, 1131 (Fla. 2d DCA 1983):
Accordingly, we hold that a contract not signed by all of the parties, but otherwise valid, may be upheld against a signing party, unless the nature or the wording of the contract indicates that his signature was conditioned upon all other parties signing the contract, or he can prove by parol evidence that when he signed the contract he made it known to the other parties who now seek to sustain the contract that he only intended to be bound if all parties signed it.
The trial court properly found no reason to remove this case from the ambit of that holding; thus we affirm.
We have considered all other issues presented and find them to be without merit.
HERSEY, C.J., and GLICKSTEIN, J., concur.
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