Smith v. Haywood Oil Company, Inc.

Full title: SMITH v. HAYWOOD OIL COMPANY, INC

Court: Court of Appeals of Georgia

Date published: Apr 17, 1991

405 S.E.2d 560 (Ga. Ct. App. 1991)

405 S.E.2d 560

Opinion

A91A0318.

DECIDED APRIL 17, 1991.

Action on contract. Fulton State Court. Before Judge Westmoreland.

Campbell, Martin Manley, David B. Manley III, Karen L. Tasner, for appellant.

Crowe Mann, Wayne C. Crowe, M. Douglas Mann, for appellee.

BANKE, Presiding Judge.

The appellee, Haywood Oil Company, brought suit against the appellant, A. J. Smith, to recover on a contract of guaranty. This appeal is from the grant of the appellee's motion for summary judgment.

The obligation to which the guaranty applied was an open account indebtedness owed by VianSa Industries, Inc., of which the appellant is president. The appellee previously had filed suit against that company and obtained a judgment for the balance owing on the account, plus interest and court costs. Held:

1. The appellant contends that a material question of fact exists as to whether he signed the guaranty in his individual or his representative capacity. The document was signed by the appellant, under seal, without any corporate designation; and, while it was transmitted to the appellee with a cover letter signed by him as president, that letter states: "Attached is the personal guaranty signed and sealed to secure the credit line of $15,000 with your company." It is evident beyond dispute from these documents that the appellant was obligating himself personally on the obligation, notwithstanding his testimony to the contrary. See Volume Tire Co. v. O'Conner, 190 Ga. App. 242 (1) ( 378 S.E.2d 415) (1989); Evans v. Smithdeal, 143 Ga. App. 287 (1) ( 238 S.E.2d 278) (1977). Indeed, it would have been nonsensical for the corporation to have guaranteed its own debt.

2. The appellant contends that the language of the cover letter limits his liability to $15,000. The guaranty contract itself, however, applies to all obligations incurred by the corporation by virtue of the credit extended by the appellee. Construing the contract in such a manner as to give meaning to all its terms, we hold that the trial court properly concluded that the appellant's obligation as guarantor extended to the full amount of the account indebtedness. See generally OCGA § 13-2-2 (4).

Judgment affirmed. Carley and Beasley, JJ., concur.

DECIDED APRIL 17, 1991.