Bangor Pub. Co. v. Union Street Market
| Decision Date | 25 February 1998 |
| Citation | 706 A.2d 595 |
| Parties | BANGOR PUBLISHING COMPANY v. UNION STREET MARKET and Karl Gurschick. |
| Court | Maine Supreme Court |
Paul J, Morrow, Law Office of Carl D. McCue, Hampden, for appellant.
Appellee did not file a brief.
Before WATHEN, C.J., and ROBERTS, CLIFFORD, RUDMAN, DANA, LIPEZ, and SAUFLEY, JJ.
¶1 Karl Gurschick appeals from the judgment entered in the Superior Court (Penobscot County, Mead J.) affirming the judgment entered in the District Court (Bangor, Russell J.) in favor of Bangor Publishing Company ("BPC") on its breach of contract action. Gurschick contends that the District Court erred in finding that he was personally liable on a contract he executed on behalf of Union Street Market. We disagree and affirm the judgment.
¶2 Gurschick is the president of Union Street Market, a corporation now discharged in bankruptcy. Union Street Market had an advertising account with the Bangor Daily News, a newspaper published by BPC, with an outstanding balance of $4,950. BPC requires that, prior to advertising in the Bangor Daily News, potential advertisers must complete a credit application. Immediately above the signature line, the application states:
AUTHORIZATION:
In consideration of the Bangor Publishing Company, publishers of the Bangor Daily News, extending credit and publishing advertising for the above, the undersigned, jointly and severally, as individuals and in our corporate capacities, if any, agree to pay and guarantee full payment in accordance with the Bangor Publishing Company's credit terms including all costs of collection and attorney's fees, if any....
Gurschick signed the credit application after having it for one week.
¶3 BPC initiated this action against both Union Street Market and Gurschick, alleging that Gurschick had guaranteed the full payment of the market's debts. At trial, the court permitted Gurschick to testify that he did not intend to assume personal liability when he signed the contract, overruling BPC's objection that the parol evidence rule bars such testimony.
¶4 The court found that "[b]y its plain terms, the agreement provides a guarantee of any credit extended by the signer both as an individual and as a corporate officer." The court went on to consider, however, that "Gurschick intended to absolve himself of personal liability (except for payroll) for the debts of the market." The court held that, because Gurschick failed to provide BPC with sufficient notice of his intent not to assume personal liability, Gurschick was liable on the contract. The Superior Court affirmed. This appeal followed.
¶5 When the Superior Court acts as an intermediate appellate court, we directly review the decision of the District Court. Melanson v. Belyea, 1997 ME 150, p 4, 698 A.2d 492, 493. When contract language is ambiguous, the factfinder may "entertain extrinsic evidence casting light upon the intention of the parties with respect to the meaning of the unclear language." T-M Oil Co., Inc. v. Pasquale, 388 A.2d 82, 85 (Me.1978). "Contract language that is unambiguous must be given its plain meaning." Id.
¶6 Whether contract language is ambiguous is a question of law which we review de novo. See Portland Valve, Inc. v. Rockwood Sys. Corp., 460 A.2d 1383, 1387 (Me.1983). The contract provision at issue in this case unambiguously imposes personal liability upon the signatory corporate officer. Because the meaning of this provision is clear, the court erred in entertaining evidence of Gurschick's contrary intent. Nevertheless, the court correctly determined that Gurschick is liable to BPC on the contract.
¶7 We also reject Gurschick's argument that the credit...
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