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Ambiguity Precluded Summary Judgment Based Upon Guarantee

In determining the motion for summary judgment based upon a guarantee was properly denied because of ambiguity about which obligations were guaranteed, the Second Department explained:

A written agreement that is complete, clear, and unambiguous on its face must be enforced so as to give effect to the meaning of its terms and the reasonable expectations of the parties, and the court should determine the intent of the parties from within the four corners of the contract without looking to extrinsic evidence to create ambiguities…. An agreement “is unambiguous if the language it uses has a definite and precise meaning, unattended by danger of misconception in the purport of the [agreement] itself, and concerning which there is no reasonable basis for a difference of opinion'”…  Furthermore, “[a] guaranty is a contract, and in interpreting it we look first to the words the parties used”…. “A guaranty must be construed in the strictest manner’”…, and a guarantor should be bound to the express terms of the written guaranty….  The document at issue, prepared by the plaintiff, is entitled “Personal Guaranty.” The “Guarantor” is defined as “Tony Melillo.” There is language in the body of the document indicating that the Guarantor is personally guaranteeing the payment and performance of the obligations of the “Importer.” The “Importer” is variously defined in the document as either “Tony Melillo, LLC,” or as “Tony Melillo.” Thus, there is an ambiguity in the document as to whose obligations Melillo was guaranteeing.  Wider Consl, Inc v Tony Melillo, LLC, 2013 NY Slip Op 04597, 2nd Dept, 6-19-13

 

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