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Creative Research Mgt, Inc. v. Barry Soskin
Citation: Not availableDocket: 01A01-9808-CH-00016
Court: Court of Appeals of Tennessee; November 24, 1998; Tennessee; State Appellate Court
Original Court Document: View Document
Creative Resource Management, Inc. (CRM) appealed a summary judgment favoring Barry Soskin, an individual defendant, in a contract dispute involving Nashville Pro Hockey, LLC. The LLC, governed by Tennessee laws, limited personal liability for its officers under Tennessee Code Annotated section 48-217-101. CRM, a South Carolina corporation, contracted with Nashville Pro Hockey, LLC to provide employee leasing services, which included a personal guarantee from Soskin for all associated payments. The contract specified that "my hand and seal" indicated a personal guarantee for payments including payrolls and taxes. CRM sued Nashville Pro Hockey, LLC and Soskin for $29,626.41 owed under the contract, asserting Soskin's liability as a guarantor. The trial court ruled that Soskin's signature indicated he acted only in a corporate capacity, exempting him from personal liability. On appeal, the court focused on whether Soskin's signature constituted a personal guaranty. The appellate court concluded that the contract language indicated Soskin was indeed a guarantor, emphasizing that the specific use of "I" and "my hand" in the guarantee section did not confine his signature to a corporate capacity. The court referenced established Tennessee precedent indicating that a corporate officer's signature typically signifies agency; however, when contract language suggests otherwise, it overrides that presumption. Consequently, the appellate court reversed the trial court's decision and remanded the case, holding Soskin liable for the debt. The contract in question includes explicit personal guarantee language, which distinguishes this case from typical interpretations of such agreements. The phrase "I personally guarantee any and all payments" in paragraph VII(d) indicates a personal guarantee by Barry Soskin, despite his claim that he signed solely as a representative of his limited liability company. The court emphasizes that a guarantee requires the guarantor to have obligations in addition to those of the principal, and a guarantee solely by the corporation would offer no additional security. Citing precedents, the court affirms that personal guarantees must be binding on the individual, not just the corporation, as otherwise, such guarantees would be meaningless—a concept supported by multiple cases across jurisdictions. The placement of the guarantee language within the contract does not render it deceptive or inconspicuous; rather, it is adequately presented within the document. The court holds that contracting parties are assumed to understand the contents of what they sign and must interpret the entire contract coherently. Consequently, the court concludes that Soskin's personal guarantee cannot refer to his company, affirming his personal liability. The trial court's judgment is reversed, and summary judgment is granted in favor of Creative Resource Management, Inc. against Barry Soskin, with costs assigned to the appellant.