Tony Maroni's Paid Case
Background
Tony Riviera founded "Tony Maroni's" in the 1980's selling Pizza, calzones and other various pizza products. Approximately two years after the founding, with eleven locations in the Seattle area, the company decided to expand, announcing a plan to open as many as five hundred locations in by the early 2000's. Even with the large plans, by the end of 1997 Tony Maronis had yet to profit and found itself in a very large debt.
Summary of Facts
The case begins when Tony Maronis agreed to rent a retail space owned by the Wilson Court Limited Partnership. Tony Maronis president signed the lease for over 1600 square feet of space and a five year term. On the Signature line of the guarantee, Tony Maroni's president, Mr. Riviera, wrote "President" after his …show more content…
Riviera Simply signed it as "President", does this make him personally liable? Or does it in fact only bind the capacity of the presidential officer?
Courts Decision and Why?
The court reasoned that if Riviera was not personally liable, the corporation would then be a guarantor of its own lease, which is absurd. Furthermore, any ambiguity in the lease was created by Mr. Riviera. "Such Ambiguity should be constructed against Mr. Riviera as the party whom drafted the ambiguous language". The court delved further to say that if Mr. Riviera signed the document only as a corporate representative, then Tony Ramoni's would be both tenant and guarantor, rendering guaranty provisions absurd, following to say that the very nature of the signature, is to identify personal liability.
Earlier washington cases regarding descriptive language on signatures state that any such language is merely descriptive, and thus does not foreclose personal liability of the individual signing the document. Where the agreement contains language binding the individual signer, additional language does not alter the signers personal obligation Gavazza v. Plummer, 53 Wash. 14, 15, 101 P. 370
Tony Riviera founded "Tony Maroni's" in the 1980's selling Pizza, calzones and other various pizza products. Approximately two years after the founding, with eleven locations in the Seattle area, the company decided to expand, announcing a plan to open as many as five hundred locations in by the early 2000's. Even with the large plans, by the end of 1997 Tony Maronis had yet to profit and found itself in a very large debt.
Summary of Facts
The case begins when Tony Maronis agreed to rent a retail space owned by the Wilson Court Limited Partnership. Tony Maronis president signed the lease for over 1600 square feet of space and a five year term. On the Signature line of the guarantee, Tony Maroni's president, Mr. Riviera, wrote "President" after his …show more content…
Riviera Simply signed it as "President", does this make him personally liable? Or does it in fact only bind the capacity of the presidential officer?
Courts Decision and Why?
The court reasoned that if Riviera was not personally liable, the corporation would then be a guarantor of its own lease, which is absurd. Furthermore, any ambiguity in the lease was created by Mr. Riviera. "Such Ambiguity should be constructed against Mr. Riviera as the party whom drafted the ambiguous language". The court delved further to say that if Mr. Riviera signed the document only as a corporate representative, then Tony Ramoni's would be both tenant and guarantor, rendering guaranty provisions absurd, following to say that the very nature of the signature, is to identify personal liability.
Earlier washington cases regarding descriptive language on signatures state that any such language is merely descriptive, and thus does not foreclose personal liability of the individual signing the document. Where the agreement contains language binding the individual signer, additional language does not alter the signers personal obligation Gavazza v. Plummer, 53 Wash. 14, 15, 101 P. 370