November 18, 2008
AMERICAN FURNITURE MANUFACTURING, INC., PLAINTIFF-APPELLANT,
VALUE FURNITURE & MATTRESS WAREHOUSE, DEFENDANT, AND STRATOS SYRISTATIDES, DEFENDANT-RESPONDENT.
On appeal from the Superior Court of New Jersey, Law Division, Union County, L-2995-06.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Argued October 7, 2008
Before Judges Winkelstein, Fuentes and Chambers.
Plaintiff American Furniture is a furniture manufacturer in Mississippi. Defendant Stratos Syristatides is the president and sole shareholder of defendant Value Furniture, a New Jersey limited liability company. Plaintiff sued defendants in New Jersey for the balance due on unpaid invoices for merchandise plaintiff sold to Value Furniture. Value Furniture defaulted and subsequently filed for bankruptcy, and plaintiff pursued Syristatides individually on what plaintiff claimed was Syristatides's personal guarantee of Value Furniture's obligations. On cross-motions for summary judgment, the trial court dismissed plaintiff's claim against Syristatides, finding that the personal guarantee was unenforceable. Although we disagree with the trial court's reasons for granting summary judgment, the court correctly dismissed plaintiff's complaint. Accordingly, we affirm.
In April 1999, Syristatides attended a trade show in Mississippi where plaintiff displayed its furniture. While there, in order to purchase furniture for Value Furniture, Syristatides completed a document provided by plaintiff's agent entitled "Confidential Credit Information." The document required Syristatides to fill in the name of the business; the business address, telephone number, and fax number; the "owner/President" of the business; and the business's bank and trade references. Where the document called for the name of the business, Syristatides inserted "Value Furniture and Mattress Warehouse," and he provided the business's address, phone number, fax number, and bank and trade references. At the bottom of the form, above the line captioned "company name," Syristatides inserted "Value Furniture and Mattress Warehouse." He wrote the business address, and signed his name at the bottom of the form. Across from his name, on the line for his "Title," Syristatides inserted "President."
The document also included the following language:
THE UNDERSIGNED IS AN AUTHORIZED AGENT OF THE APPLICANT AND IS DULY EMPOWED (sic) TO ENTER INTO AND MAKE BINDING AGREEMENTS ON ITS BEHALF, AND PERSONALLY GUARANTEES THIS ACCOUNT.
ALL ACCOUNT BALANCES ARE PAYABLE IN FULL WITHIN 30 DAYS FROM DATE OF INVOICE. A SERVICE CHARGE MAY BE ASSESSED ON ALL PAST DUE ACCOUNTS. CREDIT PRIVILEGES WILL BE WITHDRAWN ON DELINQUENT ACCOUNTS.
APPLICANT HEREBY REQUESTS THAT BANK AND TRADE REFERENCES PROMPTLY COMPLETE THE ATTACHED REQUEST FOR CREDIT INFORMATION AND COOPERATE FULLY WITH AMERICAN FURNITURE MFG., INC. IN THIS REGARD. [(emphasis added).]
The "attached request for credit information" referred to in the last paragraph is not in the record. Neither the document Syristatides signed, nor any other document provided to him, requested his personal references or credit information. He was never requested to provide any personal information, and plaintiff's representative at the trade show never informed him that he was required to personally guarantee Value Furniture's account. Syristatides testified that he never intended to personally guarantee the account when he signed the form.
Blair Taylor, plaintiff's Vice-President of Finance, certified that it was plaintiff's regular business practice to require a personal guarantee as part of the confidential credit information statement. According to Taylor, plaintiff would not sell merchandise to any entity who had not signed that statement.
Value Furniture ordered merchandise from plaintiff from 1999 through 2006. Plaintiff shipped the furniture to the Value Furniture warehouse, and all invoices were addressed to Value Furniture and Mattress Warehouse, not to Syristatides individually. By the time plaintiff filed suit, Value Furniture owed plaintiff $253,767.79.
Substantially on these facts, after entering a default against Value Furniture, the court granted summary judgment to Syristatides, dismissing plaintiff's complaint against him.
When interpreting contracts of guarantee, this court looks "to the rules governing construction of contracts generally."
Ctr. 48 Ltd. P'ship v. May Dep't Stores Co., 355 N.J. Super. 390, 405 (App. Div. 2002).*fn1 The basic principles of contract law are offer, acceptance, and consideration. Shafer v. Cronk, 220 N.J. Super. 518, 521 (App. Div. 1987). "[A] meeting of the minds is an essential element to the valid consummation of any contract." Ctr. 48 Ltd. P'ship, supra, 355 N.J. Super. at 406; see also Model Jury Charge 4.10C (Civil), Bilateral Contracts, (May 1998).
"Guarantee agreements should be strictly construed and their language interpreted most strongly against the party at whose insistence such language was included." Ctr. 48 Ltd. P'ship, supra, 355 N.J. Super. at 405. "A guarantor is not bound beyond the strict terms of its promise and its obligation cannot be extended by implication." Ibid. Ambiguities are construed in favor of the guarantor and "the agreement should be interpreted according to its clear terms so as to effect the objective expectations of the parties." Id. at 406.
Applying these legal principles to the evidence viewed in a light most favorable to plaintiff, Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 540 (1995), we conclude that a rational factfinder could not resolve the dispute in plaintiff's favor. The document Syristatides signed is insufficient to show that he and plaintiff came to a meeting of the minds that he would personally guarantee Value Furniture's debt. The document Syristatides signed was a credit application. Nothing in the heading of the document or the information requested suggested that Syristatides would be individually liable if Value Furniture failed to pay for the merchandise. It did not request any information as to his personal creditworthiness. The document did not contain a separate signature line for Syristatides personally. Plaintiff's agent at the trade show never requested any personal information, nor did he inform Syristatides that he could be personally responsible if Value Furniture failed to pay the debt. When Syristatides completed the bank and trade reference sections of the document, he inserted references for the business, not for him personally. During the course of their dealings, plaintiff invoiced Value Furniture; never, over the seven years plaintiff sold furniture to Value Furniture, did plaintiff invoice Syristatides individually.
Plaintiff rests its claim that the document constituted a personal guarantee solely upon the following language: "The undersigned is an authorized agent of the applicant and is duly empowered to enter into and make binding agreements on its behalf, and personally guarantees this account." Syristatides did not, however, sign the document in his individual capacity, but as Value Furniture's president. A corporation is an entity separate and distinct from its principals. Touch of Class Leasing v. Mercedes-Benz Credit of Canada, Inc., 248 N.J. Super. 426, 441 (App. Div. 1991). The phrase "and personally guarantees this account" does not, when construed against plaintiff as the "party at whose insistence such language was included," Ctr. 48 Ltd. P'ship, supra, 355 N.J. Super. at 405, and when considered in the context of the entire credit information form, constitute a personal guarantee. Simply put, plaintiff is unable to prove a meeting of the minds so as to form a contract of guarantee.