Brief Fact Summary. Plaintiff, Park 100 Investors, Inc., entered into an agreement to lease facilities to Defendant Kartes. Defendant signed a personal guaranty of the lease after being told by Plaintiff that it was the lease agreement. After Defendant failed to make rent payments under the agreement, Plaintiff initiated this cause of action to hold Defendant personally liable for the unpaid rent.
Synopsis of Rule of Law. Fraud is an exception to the general rule that a party is held to their signature. Where the party’s signature is procured through fraud, the defrauded party is not held to the agreement.
The second inquiry is whether the conclusions of law and judgment are clearly erroneous based on the facts as found by the trial court.View Full Point of Law
Issue. Is the personal guaranty enforceable?
Held. No. The personal guaranty is not enforceable because Defendant’s signature on the guaranty was induced by fraud.
In the present case, the Court finds that Plaintiff induced Defendant to sign the guaranty through fraud. A personal guaranty was not discussed during the lease negotiations and the lease agreement did not make any reference to the guaranty. The guaranty document was entitled “Lease Agreement” and Plaintiff did not reveal to Defendant the true nature of the document.
In addition, the Court notes that Defendant did call an attorney to confirm that the lease agreement had been approved. Plaintiff overheard this conversation, but said nothing to allow Defendant to continue to believe that it was the lease agreement that was being signed.
The Court does not find the trial court’s conclusion that the guaranty is unenforceable because Plaintiff obtained Defendant’s signature through misrepresentation clearly erroneous. Therefore, the trial court’s judgment is affirmed.
Discussion. In the present case, Defendant’s signature on the guaranty was obtained by fraud and misrepresentation. While the general rule is that a person is bound by their signature, where the signature is procured by fraud, the defrauded party will not be bound.