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I’m surprised at how often I see contracts where it’s unclear whom the parties are. Sometimes, a contract’s main text will say it’s between two companies but it’s clearly signed by two individuals. I’ve also experienced the reverse: the contract body says it’s between two individuals but the signature block provides that it’s signed by corporate agents on behalf of their corporate employers. When the contract is breached, it becomes a challenge to sort out who’s entitled to sue and who should be named as defendant.
Sullivan & Crouth Holdings, LLC v. Ceko, 2014 IL App (1st) 133028-U examines the impact of conflicting language in a promissory note and how textual contradictions affect the note’s enforceability.
Plaintiff sued the guarantor defendant for breach of a $100K promissory note (“Note”). The Note was between an LLC borrower and a lender but the Note body provided that the individual defendant (the LLC’s manager) will personally guarantee payment of the Note.
The Note signature line read:
“MGT Lottery, LLC”
By: [Peter Ceko]
Peter Ceko, One of Its Managers
The defendant moved for summary judgment on the basis that he signed the Note purely in his capacity as LLC manager – as reflected by the “one of its managers” notation in the signature line. He also argued that plaintiff’s claim was barred by the Statute of Frauds, 740 ILCS 80/1 (“SOF”) provisions that require a writing to enforce a promise to pay another’s debt (example: a guaranty). The trial court agreed and entered summary judgment for the defendant and the plaintiff appealed.
Held: Reversed.
Q: Why?
A: There was a facial inconsistency between the Note and its signature line. The Note clearly reflected the intent for the defendant to personally guaranty the LLC borrower obligations yet the defendant clearly signed the Note as LLC manager.
In Illinois, where language in the body of a contract clashes with the apparent representation by the officer’s signature, it’s an issue of fact for a jury or judge to decide.
The court found that based on its conflicting language, the Note was ambiguous – it was reasonably subject to differing interpretations. The murky Note, then, required the parties to submit additional evidence of their intent.
The Court also found there was a question of fact as to whether the SOF defeated the plaintiff’s claim. The SOF requires the promise to pay the debt of another to be in writing. An exception to this rule is where the “main purpose” or “leading object” of the promisor is to advance his own business interest. Whether a promisor’s main purpose is to further his personal interest (as opposed to benefit the promisee) is a fact question that defeats summary judgment.
The court found the record too sparse to discern the LLC manager’s main reason for signing the Note. As a result, more evidence was needed and summary judgment was improper.
Afterwords:
– Parties to a contract should take pains to specify whether it’s a corporate or individual obligation;
– Where there is a clash between the body of a written contract and its signature block, this will likely signal a fact question that defeats summary judgment;
– The requirement that a promise to pay a third party’s debt be in writing can be tempered where the promisor is signing a contract to advance his own economic interest.