ROSS OIL CORPORATION, APPELLANT,
v.
JAMES E. FOSHEE, APPELLEE
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The court held that the guarantee language was unambiguous as a matter of law, and it was error to admit parol evidence of the guarantor's intent.
A corporation's officer signed a credit application containing a guarantee clause. The corporation defaulted, and the creditor sued the officer person…
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COWART, Judge.
Shee-Con, Inc. applied for a line of credit with Roquemore Oil Company, the predecessor corporation of appellant Ross Oil Corporation. James E. Foshee was an officer and principal stockholder in Shee-Con, Inc. The following paragraph was appended to the written credit application:
When Shee-Con, Inc. failed to pay the creditor corporation (Ross Oil Corporation), Ross Oil Corporation sued James E. Foshee personally under the above-quoted guarantee language. Foshee defended on the basis that the writing was ambiguous.
The trial court in a non-jury trial permitted Foshee to testify that when he signed as shown above, he intended to do so only as an officer of Shee-Con, Inc. and did not intend to obligate himself personally.
The trial court found as a matter of fact that Foshee did not intend to guarantee personally the debt of Shee-Con, Inc. and entered final judgment against the creditor corporation which brings the appeal. We reverse and hold as a matter of law that the above-quoted language is not ambiguous and that it was error to permit Foshee to testify that he did not intend to be personally obligated. The debtor corporation, Shee-Con, Inc., was not a stockholder in its corporate self and, in any event, could not guarantee its own obligation. As a matter of law the language quoted above means nothing unless it means that any stockholder signing below was guaranteeing payment of credit extended by the creditor corporation (Roquemore Oil Co. and subsequently Ross Oil Corporation) to the debtor corporation Shee-Con, Inc. The final judgment in favor of James E. Foshee is reversed and the cause remanded with directions for the trial court to enter an appropriate judgment in favor of Ross Oil Corporation and against James E. Fosh-ee on Foshee’s written guarantee of credit extended to Shee-Con, Inc. REVERSED and REMANDED.
COBB and SHARP, JJ., concur.
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Lab. Corp. OF Am. v. McKOWN, 829 So. 2d 311 (Fla. 5th DCA 2002)…sonal guarantee by McKown to pay a portion of DPM’s debt, the evidence and testimony concerning the intent of the parties was erroneously admitted by the trial court and the judgment in favor of McKown must be reversed. See Ross Oil Corp. v. Foshee, 517 So. 2d 713 (Fla. 5th DCA 1987), review denied, 528 So. 2d 1181 (Fla.1988). Whether an ambiguity in a written agreement exists is a question of law which appellate courts review pursuant to the de novo standard of review. Centennial Mortgage, Inc. v. SG/SC, Lt…
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Tampa Bay Econ. Dev. Corp. v. Edman, 598 So. 2d 172 (Fla. 2d DCA 1992)…es it clear that the individuals who signed the note were to be personally obligated. See Summit Consulting, Inc. v. J.J. Walsh Construction, Inc., 568 So. 2d 1290 (Fla. 2d DCA), review dismissed, 576 So. 2d 290 (Fla.1990); Ross Oil Corp. v. Foshee, 517 So. 2d 713 (Fla. 5th DCA 1987), review denied, 528 So. 2d 1181 (Fla.1988). In addition, “[t]o interpret the guaranty as being a corporate guaranty because [“as its secretary”] was added to [Edman’s] signature would result in the guaranty being meaningless.” S…
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Paper Corp. OF Am. v. Sandow, 558 So. 2d 75 (Fla. 3d DCA 1990)…ion for Credit.” [Credit Application, p. 2]. She [*76] signed the subject application: “Helen San-dow Continental Graphic, Inc.,” which, under established Florida law, made her individually liable on the credit application. Ross Oil Corp. v. Foshee, 517 So. 2d 713 (Fla. 5th DCA 1987), rev. denied, 528 So. 2d 1181 (Fla.1988); Roy v. Davidson Equip., Inc., 423 So. 2d 496 (Fla. 4th DCA 1982); Sabin v. Lowe’s of Florida, Inc., 404 So. 2d 772 (Fla. 5th DCA 1981); § 673.403(2)(b), Fla.Stat. (1987). This being so, t…
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