JUSTO SANZ, APPELLANT,
v.
PROFESSIONAL UNDERWRITERS INSURANCE AGENCY, APPELLEE
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A personal guaranty remains in effect until its specific termination provisions are complied with, even if the guarantor resigns from the associated corporation.
Appellant executed a personal guaranty for a corporation's performance agreement. He later resigned from the corporation but did not provide written n…
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PER CURIAM.
Appellant, Justo Sanz, appeals a partial summary judgment on liability in favor of appellee, Professional Underwriters Insurance Agency, on appellee’s claim against appellant for enforcement of a personal guaranty. We affirm.
Appellant was a director and shareholder of Trail Underwriters, Inc. Appellant executed a separate personal guaranty on behalf of Trail Underwriters, Inc., for performance of a management agreement between Trail Underwriters, Inc. and appel-lee. Appellant’s separate personal guaranty agreement unequivocally provided that the guaranty would continue to be in effect until appellee received “written notice by registered mail terminating it as to future transactions.”
Appellant resigned as a director and shareholder of Trail Underwriters, Inc. and notified appellee. Appellant did not, however, specifically terminate his separate personal guaranty agreement. After appellant resigned, appellee brought a breach of contract action against Trail Underwriters, Inc. and sought recovery from appellant based on the personal guaranty.
The termination of an interest in a corporation, in and of itself, does not also terminate liability under a separate personal guaranty agreement unless the termination provisions of the agreement are complied with. See Kerr-McGee Chemical Corporation v. GHB Farms, Inc., 340 So. 2d 483 (Fla. 4th DCA 1976), cert. denied, 348 So. 2d 946 (Fla.1977). Thus, a personal guaranty continues until it is revoked. Causeway Lumber Company, Inc. v. King, 502 So. 2d 80 (Fla. 4th DCA 1987).
Because appellant failed to comply with the termination provision, we find that, as a matter of law, he was liable under his personal guaranty. Accordingly, we affirm.
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Institutional & Supermarket Equip., Inc. v. C & S Refrigeration, Inc., 609 So. 2d 66 (Fla. 4th DCA 1992)…was not effective for failure of ISE to have duly receipted for the written notice of termination. The guarantor of the corporation is not released until the termination provision is complied with. See Sanz v. Professional Underwriters Ins. Agency, 560 So. 2d 1254 (Fla. 3d DCA 1990). Here it never was, and the trial court erred in finding that the guaranty was terminated by constructive delivery of the written notice. The trial court also found that Seay was released from liability under the guaranty by ISE’…
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Nelson v. Ameriquest Techs., Inc., 739 So. 2d 161 (Fla. 3d DCA 1999)…tructure of Obligor Commercial Enterprise Subsequent to Execution of Guaranty or Surety Agreement as Affecting Liability of Guarantor or Surety to the Obligee, Annotation, 69 A.L.R.3d § 2[a], 12[b] (1976); cf. Sanz v. Prof. Underwriters Ins. Agency, 560 So. 2d 1254 (Fla. 3d DCA 1990) (holding that a corporate director and shareholder, who had executed a separate personal guaranty, providing that it would remain in effect until written notice of termination was received, remained hable under the guaranty even a…
Authorities Cited
- Causeway Lumber Co., Inc. v. King, 502 So. 2d 80 (Fla. 4th DCA 1987)
- Dade Tomato Co., Inc. v. Homestead Tomato Packing Co., Inc., 502 So. 2d 80 (Fla. 3d DCA 1987)
- Garner v. C. A. Gibeaut, Inc., 340 So. 2d 483 (Fla. 4th DCA 1976)
- Kerr-McGEE Chem. Corp. v. CHB Farms, Inc., 340 So. 2d 483 (Fla. 4th DCA 1976)