113 F.3d 1235 (6th Cir. 1997), 96-1036, Scot Lad Foods, Inc. v. Ayar

Docket Nº:96-1036.
Citation:113 F.3d 1235
Party Name:SCOT LAD FOODS, INC., Plaintiff-Appellee, v. Raad AYAR, Defendant-Appellant.
Case Date:April 22, 1997
Court:United States Courts of Appeals, Court of Appeals for the Sixth Circuit

Page 1235

113 F.3d 1235 (6th Cir. 1997)

SCOT LAD FOODS, INC., Plaintiff-Appellee,


Raad AYAR, Defendant-Appellant.

No. 96-1036.

United States Court of Appeals, Sixth Circuit

April 22, 1997

Editorial Note:

This opinion appears in the Federal reporter in a table titled "Table of Decisions Without Reported Opinions". (See FI CTA6 Rule 28 and FI CTA6 IOP 206 regarding use of unpublished opinions)

On Appeal from the United States District Court for the Eastern District of Michigan, No. 94-74700; Patrick J. Duggan, Judge.



Before: MERRITT, KRUPANSKY, and BOGGS, Circuit Judges.


Raad Ayar ("Ayar"), the defendant below, has appealed from an adverse jury verdict finding him liable as a surety on a contract between R & D Wholesale, Inc. ("R & D") and Scot Lad Foods, Inc. ("Scot Lad"), the plaintiff in the instant matter. Ayar has alleged that two errors infect the lower proceedings: (1) the district court improperly denied his motion for a directed verdict pursuant to Fed.R.Civ.P. 50(a) because his surety agreement purportedly failed to comply with Michigan's statute of frauds; and (2) the district court prejudiced him by refusing to instruct the jury that Scot Lad's conduct effected a release of Ayar's obligation.

Scot Lad is a wholesaler and distributor of food, groceries and related merchandise, based in Lima, Ohio. It is a subsidiary corporation of Roundy's Inc. ("Roundy's"), a Wisconsin corporation. R & D is a wholesale grocery business in Detroit, Michigan, and operates under the direction of Don Reed ("Reed"). Ayar is an investor in R & D and he resides in Michigan. A document signed by Ayar attests to his status as an officer and director of R & D. J.A. at 67.

In late 1991, Scot Lad began selling merchandise to R & D. In anticipation and consideration of their business relationship, representatives of Scot Lad met with Ayar and Reed in Lima, Ohio. Three relevant documents were prepared at this meeting, to memorialize the ensuing contractual relationship between Roundy's, Scot Lad, R & D, and its directors:

Certificate of Resolution and Credit Terms

dated September 4, 1991

signed by Reed

2. Security Agreement giving Roundy's & Scot Lad an interest in R & D's assets

dated September 4, 1991

signed by Ayar and Reed (denoting joint and several liability)

3. Personal Guaranty Agreement to Roundy's


signed by Ayar and Reed (denoting joint and several liability)

See J.A. at 16-25.

The Security Agreement directed R & D to "promptly pay all monetary Obligations when due." J.A. at 17. These obligations were defined to...

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