Missouri Farmers Ass'n v. Wolfe Bros. Farm, Inc.

681 S.W.2d 15, 1984 Mo. App. LEXIS 4299
CourtMissouri Court of Appeals
DecidedNovember 16, 1984
DocketNo. 13505
StatusPublished
Cited by7 cases

This text of 681 S.W.2d 15 (Missouri Farmers Ass'n v. Wolfe Bros. Farm, Inc.) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Missouri Farmers Ass'n v. Wolfe Bros. Farm, Inc., 681 S.W.2d 15, 1984 Mo. App. LEXIS 4299 (Mo. Ct. App. 1984).

Opinion

PER CURIAM:

Plaintiff M.F.A. filed this action to recover from defendants amounts allegedly owed by the latter on an open account. The petition1 charged that between March 1, 1977, and April 7, 1982, defendant Wolfe Bros. Farm, Inc., purchased from plaintiff and plaintiff sold and delivered to defendant Wolfe Bros. Farm, Inc., certain merchandise and farm supplies, feed, seed, and/or services, the “fair and reasonable value” of which totalled $65,238.25. In its fourth enumerated averment, plaintiff alleged the individual defendants signed a “Guarantee Agreement and Standard Retail Charge Agreement” on February 22, 1978, whereby they agreed to guarantee payment to plaintiff of any and all accounts of defendant Wolfe Bros. Farm, Inc. and to pay finance charges at certain specified rates.

At trial before a jury, it developed that the “Guarantee Agreement” and “Standard Retail Charge Agreement” were both embodied in a single form document in fact bearing neither of the alleged designations and to which was affixed a small piece of note paper containing signatures of the eight individual defendants. One portion of the main document was headed “Credit Application.” Among the information requested therein was the desired amount of credit (“I hereby apply for credit in the amount of $_”) which had been completed to reflect $15,000.00. Another portion of the document was headed “Credit Agreement” and included various printed terms and conditions of the relationship between creditor and debtor. The first of these terms provided “Second Party guarantees payment to First Party of any and all loans, notes, accounts or advances made to or for the use, account or benefit of the [17]*17Second Party, whether evidenced by bills payable, open account, notes rediscounted,” etc. The “Credit Agreement” also set forth terms regarding finance charges and the statement that “The Parties mutually agree that this is a continuing agreement, applying to all existing and future transactions between the parties until revoked in writing_” Stapled to the Credit Application and Agreement was a 5" X 5V2" sheet of note paper containing the signatures of all the individual defendants. Above these signatures appeared the typewritten words “ATTACHMENT” and “Personally Guaranteed By: ”.

Allen Holley was manager oí the Warsaw M.F.A. Exchange for the period during which Wolfe Bros. Farm, Inc. allegedly made the account purchases here in question. Mr. Holley testified that the exchange made out sales tickets for products it sold, whether delivered to or picked up by the customer. Both the exchange and the M.F.A. home office in Columbia retained copies of these tickets, which were prepared at the time of purchase. Admitted in evidence were numerous such tickets, made out to reflect purchases on account by Wolfe Bros. Farm, Inc. Most of these purchases were for “feed, probably fertilizer,' seed and health products.”

Mr. Holley also testified regarding the aforementioned Credit Application and Agreement. He stated that, “Since theirs was a corporation, all of the parties of the corporation had to sign. So I pencilled in ‘See Attachment’ or ‘Guaranteed By’ and all of those there were to sign it ... it had to be guaranteed by all of the parties to the corporation.” Mr. Holley later testified that the “it” that “had to be guaranteed” was an “agricultural loan” of $15,000.00 and that this loan was never made.2

Examination of the Credit Application and Agreement reveals that Mr. Holley “pencilled in” the words “Personally Guaranteed By” in a space near the bottom of its second page, within the “Agreement” portion of the document, and beneath this heading drew four lines on which the individual defendants were to place their signatures. After Thomas Wolfe signed on the first of these lines,3 Mr. Holley apparently realized there would not be space enough for the signatures of all eight of the Wolfe family members. He consequently crossed out the “Personally Guaranteed By” heading and the four lines and wrote “See Attachment” above this space. However, Mr. Holley was not present when the eight individual defendants signed the small sheet of note paper now stapled to the Credit Application and Agreement.

William Bennett, retail credit manager for M.F.A. testified that his office sent a letter dated May 15, 1978, to Thomas Wolfe, president of Wolfe Bros. Farm, Inc., advising him that M.F.A. had “taken the liberty” of typing “Attachment” and “Personally Guaranteed By” on the above-mentioned sheet of note paper which the individual defendants had previously signed. The letter further stated, “Should this alter the purpose or intent of these signatures, please advise this office on or before May 22, 1978.” Mr. Bennett testified that his [18]*18office received no word from defendants concerning the announced addenda.

Mr. Bennett also testified as to the “agricultural loan” for which, according to Mr. Holley, the credit application had been made. He characterized it as “[a]n in-put loan where M.F.A. agrees to provide for a long-term, but financing for no longer — for one year for purchases made through the exchange. They have to be made at the exchange — it is necessary that there is an account prior to the [loan] coming in. The requirement therefore of the ... loan, there is a credit application. The credit application is’ good for the account that exists now. The account that will he.”

In his May 15, 1978 letter to Thomas Wolfe, supra, Mr. Bennett expressed reluctance to extend the loan on previously agreed-upon security terms and proposed that Wolfe Bros. Farm, Inc. execute a new note in lieu of the original.4 As it happened, no “loan” was ever made. However, Mr. Bennett testified that, while “[t]he loan was not finalized — we finalized a line of credit for the Wolfes at $15,000.” Asked why no loan, as such, was made, Mr. Bennett stated, “They did not finalize the note that we had requested.”

Also testifying was John Sanders, a credit investigator for M.F.A. in charge of handling delinquent accounts from the various M.F.A. exchanges. Through him were introduced into evidence statements of account reflecting all charges to and payments on the account of Wolfe Bros. Farm, Inc., from March, 1977, through August, 1988. These statements were said to constitute a record of all charges indicated on the sales tickets about which Mr. Holley testified. They were compiled on a monthly basis, each statement reflecting a cumulative balance owed as of the end of the particular month. Mr. Sanders testified that, as of April 7,1982, the balance due on the account of Wolfe Bros. Farm, Inc., was $57,283.40 and that this figure included credit for all payments made through that date. Interest on this sum from April 7, 1982, to the trial date was said to have accumulated at “the rate that M.F.A. charges upon their open accounts” and to-talled $8,472.42.5

Plaintiff also read into evidence excerpts from the depositions of the eight individual defendants. Each identified his or her own signature on the sheet of note paper marked “Attachment” and “Personally Guaranteed By.” Thomas Wolfe testified that, as keeper of most of the books and records of the corporation, he would go over the monthly statements from M.F.A., taking note of the charges thereon before filing them. Mr. Wolfe could not recall ever complaining to M.F.A. regarding the accuracy or correctness of any of the statements sent from March, 1977, through September, 1983, though he did mention that he inquired about a certain credit M.F.A.

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Cite This Page — Counsel Stack

Bluebook (online)
681 S.W.2d 15, 1984 Mo. App. LEXIS 4299, Counsel Stack Legal Research, https://law.counselstack.com/opinion/missouri-farmers-assn-v-wolfe-bros-farm-inc-moctapp-1984.