Signing Guaranty Agreement Without Indicating Title or Corporate Capacity
In Gulf & Brasco Co. v. Buchanan, 707 S.W.2d 655 (Tex. App.--Houston [1st Dist.] 1985) upheld a trial court finding that a corporate officer was not liable when he signed his name to a "guaranty agreement" without indicating his title or corporate capacity
During a bench trial, the court had declared the document ambiguous and admitted testimony to explain the ambiguity.
The office manager for Gulf & Brasco testified that he understood Buchanan to have signed in his individual capacity. Id. at 658.
He also stated that it was Gulf & Brasco's policy not to grant credit without a personal guarantee. Id. at 659. Although Gulf & Brasco requested a personal financial statement, Buchanan did not provide one and the account was apparently opened solely on the basis of corporate credit and that credit was extended for six years. Id.
Buchanan testified that he signed in his corporate capacity and did not intend to bind himself personally to pay the corporate account. Id.
On the basis of this conflicting testimony, the trial court found Buchanan had signed only in his corporate capacity and was not personally liable for the corporate debt. Id.