The plaintiff sought summary judgment to enforce a credit agreement allegedly imposing personal liability on a corporate officer for approximately USD $750,000 in debts owed by a corporation.
The respondent argued the agreement was ambiguous, that he did not knowingly assume personal liability, and that key elements of contract formation—including consensus ad idem and consideration—were in dispute.
The court held that the standard form credit application was incomplete, ambiguous, and embedded with potentially onerous personal liability language that had not been clearly brought to the respondent’s attention.
Applying the summary judgment principles articulated by the Court of Appeal, the court found that the evidentiary record did not permit a full appreciation of the factual matrix surrounding the agreement’s formation.
As a result, genuine issues requiring a trial existed regarding the execution, interpretation, and enforceability of the alleged personal guarantee.
