Snelling v. State Street Bank & Trust Co.

265 N.E.2d 350, 358 Mass. 397, 1970 Mass. LEXIS 746
CourtMassachusetts Supreme Judicial Court
DecidedDecember 15, 1970
StatusPublished
Cited by5 cases

This text of 265 N.E.2d 350 (Snelling v. State Street Bank & Trust Co.) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Snelling v. State Street Bank & Trust Co., 265 N.E.2d 350, 358 Mass. 397, 1970 Mass. LEXIS 746 (Mass. 1970).

Opinion

Cutter, J.

The administrators with the will annexed of the estate of Henry B. W. Snelling (Snelling) by equity petition in the Probate Court have sought declaratory and other relief against (1) Mr. Axel B. Gravem and Mr. William Herbits (the coguarantors), who with Snelling guaranteed payment of a loan by Small Business Administration (SBA) [399]*399to Plymouth Bay Packing Company, Inc. (Plymouth), a Massachusetts corporation; and (2) the administrator of SBA.1 The petition alleged, among other things, (a) that in 1956 Snelling was treasurer and Mr. Gravem president of Plymouth; (b) that Plymouth gave its note for $200,000 to SBA, secured by a mortgage of its properties and a pledge of its inventory; (c) that Snelling gave a guaranty of the note secured by a pledge of his equity in securities held by the two banks as collateral; and (d) that the coguarantors each also guaranteed the loan by an instrument (in fact unsecured), in a form quoted in part in the margin;2 (d) that, after Snelling’s death, Plymouth was adjudicated [400]*400bankrupt; (e) that in 1964, after an auction sale of Plymouth’s assets, there remained a deficiency on the note to SBA; (f) that, while the note was outstanding, various changes were made in the loan agreement between SBA and Plymouth; and (g) that SBA had demanded of each guarantor payment of the total deficiency of $37,434.85 and interest. The court is asked to declare the amount owed by Snelling’s estate and the amount of contribution due from each coguarantor. By amendment, the petitioners ask declaratory relief concerning their right to exoneration from each coguarantor, by requiring that he pay to SBA his respective share of the debt.

A decree was entered (1) that $43,848.55 was then due to SBA, of which the Snelling estate, Mr. Gravem, and Mr. Herbits were each to pay one-third, and (2) that the Snelling estate’s share was to be paid from the equity in the collateral held by the banks. SBA and the coguarantors each appealed. A report of material facts sets out some facts alleged in the petition. The parties have stipulated that the collateral held by the banks (fn. 1) has been liquidated and that cash in excess of $50,000, pending the decision of this appeal, shall be held by the banks. Their claims against Snelling’s estate apparently have been satisfied. The evidence is reported.

1. The coguarantors first contend that Snelling’s administrators cannot obtain from the coguarantors equitable exoneration from part of the liability to SBA. They argue that, as a condition precedent to exoneration, Snelling’s [401]*401estate must establish that it will be subjected to special hardship and risks if forced to pay the debt to SBA before asking contribution from the coguarantors. Nothing in Nissenberg v. Felleman, 339 Mass. 717, requires proof of special hardship or risks as a basis for exoneration. All appropriate parties are before the court. The flexible remedy of declaratory relief can adjust the conflicting interests in a single proceeding. The authorities cited in the Nissen-berg case, 339 Mass. 717, 719-726, show the advantages of employing equitable exoneration in a complicated surety-ship controversy to avoid not only a multiplicity of suits, but also expense and inconvenience to parties. See Restatement: Security, §§112, 156.

2. The coguarantors contend (a) that they, with respect to Snelling, were subsureties and essentially accommodation parties, and (b) that the entire corporate collateral and Snelling’s collateral securing his guaranty must be applied in satisfaction of Plymouth’s indebtedness before either co-guarantor (as against Snelling’s estate) can be held individually on his guaranty. The probate judge made no specific finding on these issues. He did find, however, that the coguarantors “guaranteed the . . . loan and . . . Snelling pledged his equity in certain . . . securities” and concluded that the coguarantors must each pay to SBA one-third of the loan balance. This finding and conclusion are inconsistent with any view that the coguarantors were sub-sureties. Relevant evidence, which fully supports that conclusion, is summarized below.

Mr. Herbits and Mr. Max Allen, his son-in-law, each of whom was an attorney, incorporated Plymouth in 1954for two of the farmer’s clients, George A. Colley, Jr., and Frank R. LoVerde. Plymouth was to freeze trash fish for mink food. Mr. Herbits negotiated the purchase of a freezer and, as trustee, took title to it and certain other property. Title later was transferred to Plymouth. Plymouth’s authorized stock was 100 shares. Ninety-eight shares were issued to Mr. Herbits, although he testified that he held these shares for others. The connection, until at least well into 1957, [402]*402of Mr. Herbits (almost continuously from 1954), Mr. Allen, and Mr. Gravem (from July 16, 1956) with Plymouth as officers and directors, is set out in the margin 3 in detail.

Mr. Herbits put money into Plymouth as did Colley and LoVerde and one Marshall. He admitted (a) that in August, 1956, he “had a financial interest in Plymouth ... at least to the extent of a loan”; (b) that he “helped” in the “financial affairs of” Plymouth in 1955 and 1956; (c) that although he “did not manage the fish business,” he “managed the financing end” until “Snelling came in” and on March 20, 1956, “was still active in managing . . . ¡[Plymouth’s] financial affairs”; (d) that he was interested in seeing that Plymouth obtained the SBA loan; and (e) that he made two agreements (August 10,1956, and September 5, 1956) with Snelling and Mr. Gravem. These contained provisions (among other matters) concerning the extent and repayment of their respective capital contributions to Plymouth,4 their shares in Plymouth, the salaries to be [403]*403paid to Snelling and Messrs. Herbits, Gravem, and Allen from the loan proceeds, and other matters. Snelling, after March, 1956, took an increasing, if not controlling, part in Plymouth’s affairs, but Messrs. Herbits and Gravem, as directors of Plymouth, participated in meetings and other activities directed toward obtaining the SBA loan. It was contemplated that Mr. Herbits “was to be employed as general counsel” of Plymouth after the loan was made.

At the time of the SBA loan application, it was represented to SBA that Mr. Gravem, Mr. Allen, and Snelling each owned twenty per cent of Plymouth’s stock (although Mr. Gravem denied that he owned shares) and that Colley and LoVerde each owned fifteen per cent of the stock. Mr. Gravem in “the prosecution of the work to secure the SBA loan . . . made a trip to Washington . . . four trips to Boston . . . one to Centerville.” He “spent approximately three months on the work, for which” he was paid a $2,500 fee, approved by SBA. He signed the note as president of Plymouth.5 6

Mr. Gravem testified (1) that during discussions of the SBA loan application, Snelling told him that SBA required “that the principal officers of . . . [Plymouth] be guarantors,” (2) that he would guarantee the loan if Snelling put up securities as additional collateral, and (3) that Snelling asked him to do this “as a favor” and told him that he would “not be called on to pay anything on this loan.” Mr. Herbits similarly testified that, toward the end of the summer of 1956, Snelling told him of SBA’s request that someone “in addition to himself sign the guaranty”; that he (Mr. Herbits) refused; and Snelling said, “You would never have to pay ...

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Bluebook (online)
265 N.E.2d 350, 358 Mass. 397, 1970 Mass. LEXIS 746, Counsel Stack Legal Research, https://law.counselstack.com/opinion/snelling-v-state-street-bank-trust-co-mass-1970.