Chemical Bank v. Bruce Masters

176 A.D.2d 591

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: October 17, 1991
• Status: Published

Opinion

— Order, Supreme Court, New York County (Shirley Fingerhood, J.), entered April 17, 1990, which, inter alia, granted plaintiffs motion for summary judgment in lieu of complaint, and order of the same court, entered September 5, 1990, which granted defendant-appellant’s motion for reargument, and, upon reargument, adhered to the prior determination, unanimously affirmed, without costs.

Defendant-appellant, Vice Chairperson of the now bankrupt debtor corporation Harvard Knitwear, Inc., executed a guaranty pursuant to which he agreed to guarantee payment of the corporation’s liabilities to plaintiff Chemical Bank, "of whatever nature, whether now existing or hereafter incurred.” The guaranty states that it is made in consideration for the bank’s agreement to extend or continue credit to the corporation. Defendant-appellant signed the guaranty in the column provided for individuals and partners, and not in the column provided for persons signing on behalf of a corporate guarantor. Thus, his inclusion of "V. Chairman” after his signature is merely descriptive, and does not evidence an intention to sign in a purely corporate capacity which would, in any event, be inconsistent with the nature of the guaranty (see, Chemical Bank v Kaufman, 142 AD2d 526).

Defendant’s attempt to claim fraud in the inducement is also unpersuasive. The allegations made by the defendant-appellant with respect to the actions and statements of a Citibank employee at the time he signed the guaranty provide no basis for finding a triable issue with respect to defendant’s justifiable reliance. In addition, defendant’s failure or purported inability to read the guaranty, in the absence of any evidence of coercion, provides no basis for relief, inasmuch as defendant was under an obligation to exercise ordinary diligence to ascertain the terms of the document he signed. (See, Pimpinello v Swift & Co., 253 NY 159, 170; Marine Midland Bank v Embassy E., 160 AD2d 420.) Concur — Sullivan, J. P., Wallach, Kupferman, Ross and Asch, JJ.