Schinasi v. Lane

Laug-hlin, J.: The plaintiffs were copartners engaged in manufacturing and selling cigarettes. The defendant was a stockholder and president of the Retail Cigar and Tobacco Dealers’ Association of Hew York, a domestic corporation. With a view to inducing the plaintiffs to give credit to his company, after negotiations between the parties, the defendant wrote, signed and delivered to the plaintiffs a guaranty as follows: “Hew York, April 29th, ’05. “ Messrs. Schinasi Bros., “ Present: “ Dear Sirs.— I hereby guarantee any bills the Retail Cigar and Tobacco Dealers’ Association of Hew York may contract with yon from this date, until January 1st,-1906, unless I notify you to the contrary, providing the amount of credit shall not exceed $5,000.00 at any one time. “ Respectfully, “ (Signed) ROBERT E. LAHE.” Prior to the giving of the guaranty the plaintiffs had sold the company cigarettes on credit. After the execution and delivery of the guaranty and prior to the 1st day of January, 1906, the total credit extended to the defendant by the plaintiffs at times exceeded $5,000, but no single sale aggregated that sum. On the 2d day of January, 1906, there was due and owing to the plaintiffs from the company for merchandise sold and delivered to the company on the faith and credit of the guaranty the sum of $3,200.67. The plaintiffs have recovered in full that amount together with interest. The learned counsel for the appellant insists that the defendant is relieved from liability on the guaranty merely because at differ [78] ent times after the execution and delivery of the guaranty and prior to the 1st day of January, 1906> the total amount of credit extended to the company by the plaintiffs exceeded $5,000. This is not the true construction of the guaranty. The defendant did not intend by his' contract of guaranty to deprive his company of obtaining credit. He merely intended that his liability should not exceed $5,000. The language in which the guaranty was made was general, and but for the clause with respect to the $5,000 would have rendered defendant’s liability unlimited. As president of the company he could exercise supervision over the extent of its purchases. He did"not intend to obligate the plaintiffs to protect him as a stockholder by their contracts with lfis company. The contract does not require a construction that "it was intended as anything more than a guaranty. The construction contended for by the appellant reads into the guaranty a contract on the part of the plaintiffs that they would not extend credit exceeding. $5,000 at any one time. There is nothing to show that defendant deemed a . greater credit injurious to the company or that he meant to exert through this contract of guaranty a controlling supervision over the indebtedness of .the company. So far as the guaranty is concerned, especially in view of the defendant’s relations with his com- . pany, it is evident that he merely intended to limit Ms liability to $5,000. The contract, having been drawn by the defendant,, should if necessary to protect the plaintiffs and accomplish the object of the guaranty, be interpreted most strongly against him if it be ambiguous. The interpretation for" which hé now contends would make the contract misleading, and is not the understanding that an ordinary. person would glean from reading it, The guaranty remained in force and the amount of credit at'the time the action was brought was less than $5,000. . I am of opinion that the defendant is clearly liable therefor. Even if we were not aided by the fact that the defendant was president of the company to which credit was to be extended, the general rule is that such words of "limitation in a"guaranty are to be construed" as intending to limit the liability of the guarantor, and not a condition as to the extent of credit to be given, the breach of which would release the guarantor. (Randge v. Judson, 24 N. Y. 64; Tootle v. Elgutter 14 Neb. 158; 45 Am. Rep. 103; Curtis v. Hubbard, 6 Metc. [Mass.] [79] 186 ; Laurie v. Scholefield, L. R. 4 C. P. 622; Clagett v. Salmon, 5 Gill. & Johns. [Md.] 314; Pratt v. Matthews, 24 Hun, 386; Parher v. Wise, 6 M. & S. 239.) It follows that the judgment should be affirmed, with costs. Patterson, ' P. J.,'Houghton and Lambert, JJ., concurred; Ingraham, J., dissented.