Nassau Trust Co. v. LAC Industries, Ltd.

83 A.D.2d 503, 441 N.Y.S.2d 5, 1981 N.Y. App. Div. LEXIS 14790

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: July 2, 1981
• Status: Published

Opinion

Judgment, Supreme Court, New York County (Kaplan, J.), entered on August 20, 1980, which dismissed the complaint against defendants-respondents Motel Restaurateurs, Inc., Top Flight Caterers, Morris L. Cohen and Morris M. Goldstein is unanimously affirmed, with costs. Plaintiff bank commenced this action for breach of contract based upon the personal guarantees of the individual defendants, Cohen and Goldstein. These defendants, who are officers of the corporate defendant, LAC Industries, Ltd. (LAC), personally guaranteed the liabilities of the corporation in a document entitling “Guaranty of All Liabilities and Security Agreement.” The individual defendants each executed this agreement on January 6, 1975. Thereafter, on August 6, 1976, plaintiff entered into an agreement with LAC and Intercounty Credit Corporation (Intercounty), a wholly owned subsidiary of LAC, wherein the bank agreed to purchase, at its option, certain premium financing agreements from Intercounty. Pursuant to this agreement, plaintiff purchased several premium financing agreements which it is alleged, were forged. Intercounty defaulted in payment and plaintiff now seeks reimbursement on these policies. The agreement executed by LAC Industries (LAC) in January, 1975, apparently a standard form utilized by plaintiff, and personally guaranteed by Cohen and Goldstein, does not clearly demonstrate an agreement by the individual guarantors to guarantee obligations incurred by LAC as a result of a breach of warranty given in connection with a financing agreement between the bank and a separate corporation some 19 months thereafter. Accordingly, the complaint in our view was properly dismissed. Concur — Sandler, J. P., Ross, Carro and Silverman, JJ.