Elwell v. Keefe

The single signatures of two corporate representatives on a promissory note made between the plaintiffs and the corporation did not also serve as the representatives' personal guarantees of the corporation's debt.

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This appeal arises from an action alleging breach of a promissary note filed by Betty D. and Kenneth W. Keefe against DCI Logistics, Inc. “DCI”, W. Larry Elwell, and J. Brian West. The Keefes claimed that the language of the promissary note, pursuant to which the Keefes loaned $50,000 to DCI, also served as Elwell’s and West’s personal guarantees of the debt. The trial court granted summary judgment to the Keefes, and Elwell and West collectively “the Appellants” now appeal.1 For the reasons that follow, we reverse. Summary judgment is proper when there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. O.C.G.A. § 9-11-56 c. A de novo standard of review applies to an appeal from a grant of summary judgment, and we view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmovant.2 The document at issue is a single page long and is titled “Promissory Note —Balloon.” In pertinent part, it states: FOR VALUE AND CONSIDERATIONS RECEIVED, We, the undersigned DCI Logistics Inc., Borrower individually guarantee to pay Betty D. Keefe and Kenneth W. Keefe Lender the total sum of Fifty Thousand 50,000.00 dollars and no cents which includes interest payment of ten percent 10.0 per year, payable monthly on or before the first day of each month the loan is in effect. . . . Each maker, surety, guarantor and endorser of this Note waves sic presentation sic, notice and protest, all suretyship defenses and agrees to all extensions, renewals, or releases, discharge or exchange of any other party or collateral without notice. Under this paragraph, the signatures of Elwell and West appear under each of which appears: “DCI Logistics Inc. —printed name title at the company.”

Ultimately, DCI defaulted on the loan from the Keefes, who thereafter instituted this action to recover the money from DCI and the Appellants.

Elwell v. Keefe

The single signatures of two corporate representatives on a promissory note made between the plaintiffs and the corporation did not also serve as the representatives' personal guarantees of the corporation's debt.

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