imagesIn a prior article, I discussed the point that a personal guarantor cannot escape a contractual requirement of a personal guarantee merely by executing the guarantee as a corporate officer.   


The recent decision Frieri v. Capital Investment Services, Inc., 41 Fla. L. Weekly D1189a (Fla. 3d DCA 2016) illustrates this point.  In this case, a company hired an individual to help grow that company’s business.  The contract required the individual to invest $6 Million into a trust in consideration of the company’s president transferring substantial shares of the company into the trust.  The objective was that the trust would own the controlling shares of the company.  The money was transferred.  However, the shares were never placed in the trust and the trust never received controlling interest in the company.


The individual sued the company and the company’s president.  A judgment was entered against the company’s president and he appealed arguing there was no evidence to hold him personally liable.  The appellate court disagreed because the contract between the company and the individual imposed a personal obligation on the company’s president to actually place controlling shares into the trust and he failed to do so.  Although the company’s president signed the contract as a corporate officer of the company, his “official designation does not shield him from personal liability because the contract’s clear language shows that he assumed personal obligations [through the obligation to place the shares in the trust].” Fireri, supra


Remember, affixing a corporate title to a signature will not shield you as a personal guarantor if the contract clearly indicates language requiring a personal guarantee / personal liability.  And, as demonstrated in Frieri, personal liability can be assumed if the contract imposes an obligation on you to do something in a personal capacity, such as the obligation of the company’s president to specifically place shares in the trust.


Please contact David Adelstein at or (954) 361-4720 if you have questions or would like more information regarding this article. You can follow David Adelstein on Twitter @DavidAdelstein1.




images-1Suppliers are not ill advised.  When they have a contractor execute a credit application so the contractor can procure materials on credit, they generally include a personal guarantee in the credit application.  This way they have both the company that ordered the materials and the personal guarantor jointly and severally liable in the event they are not paid for the materials.  Suppliers want this personal guarantee as added security because they oftentimes supply materials on credit (to a job site) through an ongoing account so that their contractor customer can have the materials ordered to perform a scope of work.


Personal guarantors sometimes try to be clever with the way they sign the personal guarantee in order to avoid any personal liability through the personal guarantee.  But, not so fast…“Florida law is clear that an individual who executes a guarantee as an officer of a corporation by inserting his corporate title after his name on a document cannot defeat the purpose of the guarantee when, by its terms, the document contains provisions for individual liability.” Great Lakes Products, Inc. v. Wojciechowski, 878 So.2d 418, 419 (Fla. 3d DCA 2004); see also Nelson v. Ameriquest Technologies, Inc., 739 So.2d 161, 164 (Fla. 3d DCA 1999) (“The fact that Nelson added the letters “V.P.” after his signature could not defeat the obvious and clear purpose of the guaranty agreement; that is, to impose individual liability upon him as the signor.”).


When signing a personal guarantee, make sure you understand its implications, particularly that of personal liability in the event the company does not pay or otherwise honor the terms of the agreement. You are agreeing to become jointly and severally liable with the company to pay for any potential outstanding debt. 


Please contact David Adelstein at or (954) 361-4720 if you have questions or would like more information regarding this article. You can follow David Adelstein on Twitter @DavidAdelstein1.