RMJ ENTERPRISES OF NORTHWEST FLORIDA, INC., D/B/A WAREHOUSE VIDEO SALES, INC., A FLORIDA CORPORATION, JULIUS MICHAELSON, INDIVIDUALLY, ALLISON B. MICHAELSON, INDIVIDUALLY, AND REX TEESLINK, INDIVIDUALLY, APPELLANTS,
v.
BORG WARNER ACCEPTANCE CORPORATION, A FOREIGN CORPORATION, APPELLEE
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RMJ Enterprises and individual guarantors appealed a summary judgment in favor of Borg Warner on a breach of personal guaranty and waiver agreement. The court affirmed, holding that alleged oral conditions precedent to the agreement's enforceability did not void the guaranty where the lender substantially complied with those conditions throughout the lending relationship.
The court held that the condition precedent exception to the parol evidence rule was inapplicable because the lender complied with the alleged condition precedent in every financial transaction it funded except the final one, and the line of credit operated as originally contemplated throughout the lending relationship. Therefore, the guaranty and waiver agreements remained valid and enforceable.
[1] A condition precedent exception to the parol evidence rule is inapplicable when the alleged condition was substantially complied with throughout the lending relationship,…
[2] A guaranty and waiver agreement that is continuing in nature covers all transactions within its contemplation, including future ones.
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“We reject appellants' argument that noncompliance with an alleged oral condition precedent to the delivery and enforceability of the guaranty and waiver agreements voided the agreements "ab initio."”
Establishes the core holding that alleged oral conditions precedent cannot retroactively void written guaranty agreements.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceBorg Warner extended a corporate line of credit to RMJ Enterprises secured by personal guaranty and waiver agreements signed by Michaelson, Michaelson…
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BARFIELD, Judge.
We affirm the final summary judgment entered against appellants in appellee’s action for breach of personal guaranty and waiver agreements. The agreements secured the full and prompt payment of a corporate line of credit extended by appel-lee.1 We reject appellants’ argument that noncompliance with an alleged oral condition precedent to the delivery and enforceability of the guaranty and waiver agreements voided the agreements “ab initio.” Throughout the lending relationship, the line of credit operated as originally contemplated. If the procedure did in fact change, it did so only at the tail end of the relationship when appellee attempted to resolve the corporation’s delinquent account. In other words, appellee complied with the alleged condition precedent in every financial transaction it funded, except the final one. Under these circumstances, we construe the condition precedent exception to the parole evidence rule to be inapplicable.2
We find no merit to the other issues raised by appellants. Accordingly, we AFFIRM.
SHIVERS, C.J., and ZEHMER, J., concur. . The guaranty and waiver agreement were "continuing" in nature, covering all transactions, including those arising in the future, which were within the description or contemplation of the agreement. Causeway Lumber Co., Inc. v. King, 502 So. 2d 80 (Fla. 4th DCA 1987); Brann v. Flagship Bank of Pinellas, N.A., 450 So. 2d 237 (Fla. 2d DCA 1984); Fidelity Nat'l Bank v. Melo, 366 So. 2d 1218 (Fla. 3d DCA 1979); Fewox v. Tallahassee Bank & Trust Co., 249 So. 2d 55 (Fla. 1st DCA 1971), cert. den., 252 So. 2d 799 (Fla.1971); Bryant v. Food Machinery and Chemical Corp. Niagara Chemical Div., 130 So. 2d 132 (Fla. 3d DCA 1961).
. See Cockrell v. Taylor, 122 Fla. 798, 165 So. 887 (1936), in which the supreme court held that parol evidence was admissible to show that the delivery of a written agreement, unconditional on its face and fully executed, was subject to a condition precedent. The condition precedent exception to the parol evidence rule exists in order to establish that an agreement never became operative due to the failure of a certain condition or contingency, "hence there could be no modification or variance or contradiction of it as such.” Ketchian v. Concannon, 435 So. 2d 394, 395 (Fla. 5th DCA 1983). While we adhere to the priciple enunciated in these cases, we distinguish them based upon the particular facts of the present case.
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C.A. Leasing Serv. Corp. v. Zorn's (Howard) Equip. Serv., Inc., 565 So. 2d 744 (Fla. 5th DCA 1990)…s, and created rights independent of the original lease between the equipment vendors and Zorn, Inc. There is nothing invalid about a continuing personal guaranty. See RMJ Enterprises of Northwest Florida, Inc. v. Borg Warner Acceptance Corporation, 547 So. 2d 211 (Fla. 1st DCA 1989), review denied, 554 So. 2d 1168 (Fla.1989); Causeway Lumber Company, Inc. v. King, 502 So. 2d 80 (Fla. 4th DCA 1987); Brann v. Flagship Bank of Pinellas, N.A., 450 So. 2d 237 (Fla. 2d DCA 1984); Fidelity National Bank of South Mi…
Authorities Cited
- Bryant v. Food Mach. & Chem. Corp. Niagara Chem. Div., 130 So. 2d 132 (Fla. 3d DCA 1961)
- Fid. Nat'l Bank OF S. Miami v. Melo, 366 So. 2d 1218 (Fla. 3d DCA 1979)
- Cockrell v. Taylor, 122 Fla. 798 (Fla. 1936)
- Fewox v. The Tallahassee Bank & Tr. Co., 249 So. 2d 55 (Fla. 1st DCA 1971)
- Brann v. Flagship Bank OF Pinellas, N.A., 450 So. 2d 237 (Fla. 2d DCA 1984)
- Ketchian v. F.P. Concannon and Helena Concannon, 435 So. 2d 394 (Fla. 5th DCA 1983)
- Causeway Lumber Co., Inc. v. King, 502 So. 2d 80 (Fla. 4th DCA 1987)
- Belcher v. Lines, 252 So. 2d 799 (Fla. 1971)
- Bennett v. Halper, 252 So. 2d 799 (Fla. 1971)
- Dade Tomato Co., Inc. v. Homestead Tomato Packing Co., Inc., 502 So. 2d 80 (Fla. 3d DCA 1987)