The plaintiff bank sought enforcement of a $400,000 personal guarantee executed by the responding party in connection with corporate loans extended to two companies he controlled.
The responding party argued the guarantee was corporate rather than personal because a corporate seal appeared beside his signature and advanced counterclaims including breach of contract, slander of title, and punitive damages relating to the lender’s enforcement of security and sale of mortgaged property.
The court held the loan documentation clearly required a personal guarantee and that the corporate seal was legally irrelevant.
The defendant’s interpretation was commercially unreasonable and contradicted by the surrounding contractual documents and conduct.
The court enforced the personal guarantee and dismissed all counterclaims.
