1. The court in Sanz v. Professional Underwriters, Inc. found that resigning from a company does not automatically terminate liability under a personal guaranty.
2. The court ruled that a guarantor must comply with any cancellation provisions in the guaranty itself in order to be discharged from liability.
3. Simply leaving the company for which a personal guaranty was signed does not automatically absolve the guarantor from the guaranty. 1. The sale of corporate assets does not automatically discharge a personal guaranty.
2. The party seeking enforcement of the personal guaranty must be aware of the sale of the assets.
3. There must be active action to rescind the personal guaranty for it to be invalidated. 1) The court found that the president was still personally liable under the personal guaranty, despite the sale or transfer of assets of the former subsidiary and the change in ownership.
2) The court found that the guarantor’s participation in the change of ownership structure of the company estopped him from denying liability under the guaranty to the creditor who was unaware of the change.
3) In a similar case, the court found that the guarantor was estopped from claiming defense based on the company’s change of name, because the guarantor participated in the change and continued to benefit from the business dependent on the purchases made under the guaranty. – Selling assets or changing the name of a business does not discharge personal liability for a guaranteed debt if the changes are not communicated to the obligor and the guarantor does not take other action to revoke the guaranty.
– Signing a contract in a representative capacity does not protect a guarantor from personal liability if the contract contains provisions for individual liability.
– A guarantor cannot claim to have signed a personal guaranty as a representative of a corporation if the contract clearly specifies personal guaranty terms. – Part One discusses the history of the topic and its impact on society.
– Part Three explores the current trends and future prospects for the subject.
https://www.jimersonfirm.com/blog/2013/11/unsuccessful-defenses-to-enforcement-of-a-personal-guaranty-in-florida-part-two-of-a-three-part-series/
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