Ubom v. Bank

• Decision Date: 04 April 2011
• Docket Number: No. 2862,2009.,Sept. Term,2862
• Citation: 17 A.3d 168,198 Md.App. 278
• Parties: Uduak J. UBOM, et al.v.SUNTRUST BANK.
• Court: Court of Special Appeals of Maryland

198 Md.App. 278

17 A.3d 168

Uduak J. UBOM, et al.

v.SUNTRUST BANK.

No. 2862

Sept. Term

2009.

Court of Special Appeals of Maryland.

April 4, 2011.

Uduak J. Ubom, Washington, D.C., for appellant.Sarah D. Cline (Matthew A. Egeli, Hartman & Egeli, LLP, on the brief), Annapolis, MD, for appellee.Panel: KRAUSER, C.J., MATRICCIANI, and GRAEFF, JJ.GRAEFF, J.

This appeal arises out of a default on a commercial line of credit. The lender, SunTrust Bank (“SunTrust”), appellee, filed a Complaint in the Circuit Court for Montgomery County against Ubom Law Group, PLLC (“ULG”), and Uduak J. Ubom after ULG failed to make scheduled monthly payments on the account. The circuit court granted summary judgment in favor of SunTrust and against ULG and Mr. Ubom, jointly and severally, in the amount of $65,715.60, plus $4,129.65 for pre-judgment interest, $9,857.34 for attorney's fees, and costs.

Mr. Ubom appealed. He does not dispute the validity of the judgment against ULG, but he contends that the judgment against him personally was erroneous. He presents four questions for our review,¹ which collectively question the propriety of the circuit court's ruling granting summary judgment in favor of SunTrust based on its finding that Mr. Ubom's signature as a guarantor of a commercial line of credit was in an individual capacity, as opposed to as a representative of the law firm.

For the reasons that follow, we shall affirm the judgment of the circuit court.

FACTUAL AND PROCEDURAL BACKGROUND

ULG is a professional limited liability company that provides legal services. Mr. Ubom is the managing attorney and sole owner of ULG.

On August 12, 2006, ULG filled out a “FastAccess Line of Credit Application and Agreement” (“Agreement”) to obtain a line of credit from SunTrust in the amount of $100,000. The first page of the Agreement included information regarding the applicant, ULG. The second page of the Agreement included information regarding the guarantor. In the “Guarantor Information” section, Mr. Ubom included, among other things, his date of birth, address, phone number, social security number, driver's license number, employment, and financial information. He did not, however, include his name in the section marked “Legal Name of Guarantor.”

The last page of the Agreement contained signatures. Mr. Ubom signed his name twice; once on the signature line for “Applicant” and once on the signature line for “Guarantor.” After both signatures, in the box marked “Title,” Mr. Ubom wrote “Managing Attorney.”

On August 17, 2006, SunTrust sent a letter to ULG advising that its application for a line of credit of $100,000 had been approved. SunTrust also sent ULG a Check Access Rider, which included additional terms and conditions of the loan.

On May 29, 2009, SunTrust filed a Complaint in the Circuit Court for Montgomery County against ULG and Mr. Ubom, asserting: (1) that ULG had failed to make the scheduled monthly payments due on the account; and (2) that Mr. Ubom “had personally guaranteed the payment to SunTrust of all obligations and liabilities” arising under the Agreement. The Complaint alleged that the amount due on the account was $65,715.60 in principal, $2,109.35 in interest, and $9,857.34 in attorney's fees.² SunTrust requested that the court “grant judgment in its favor against [ULG] and [Mr. Ubom], jointly and severally,” in the above amount, plus “pre-judgment interest accruing at the rate of $9.45 per day from May 13, 2009.”

On July 13, 2009, Mr. Ubom filed an answer on behalf of himself and ULG. The answer generally denied SunTrust's allegations, and it stated that the defendants had “made a good faith offer of settlement of the account, which was rejected by” SunTrust. The answer did not set forth any affirmative defenses.

On October 14, 2009, SunTrust filed a motion for summary judgment, asserting that it was entitled to judgment as a matter of law. On November 20, 2009, Mr. Ubom filed a motion to dismiss and/or opposition to SunTrust's motion for summary judgment. Mr. Ubom acknowledged that ULG defaulted on the Agreement, but he argued that the court should dismiss him as a party or grant summary judgment in his favor because he signed the Agreement in his official capacity as Managing Partner of ULG, not as a personal guarantor of the loan.³

On January 7, 2009, the court held a hearing on SunTrust's motion for summary judgment. Mr. Ubom argued that, after he obtained a home equity loan from SunTrust, “the manager convinced [him] that [he] had to get one for [his] business.” Mr. Ubom asserted that the SunTrust representative told him that, although he was signing as guarantor on the ULG Line of Credit, he could avoid personal liability by: (1) not including his name on the second page of the Agreement that asked for the legal name of the guarantor; and (2) by writing “Managing Partner” after his signature on the fourth page of the Agreement.

Counsel for SunTrust argued that the Agreement was “clear and unambiguous on its face,” and it created a personal guaranty by Mr. Ubom. Counsel noted that Mr. Ubom's personal information was listed under the section titled “Guarantor Information” and Mr. Ubom signed on the line titled “Signature Guarantor.”

The court found that the Agreement, which contained Mr. Ubom's signature as guarantor, was a personal guaranty, noting that Mr. Ubom was “a sophisticated gentleman ... an attorney ... at law.” Accordingly, the court granted summary judgment in favor of SunTrust and against ULG and Mr. Ubom.

This timely appeal followed.

DISCUSSION

Mr. Ubom argues that the court erred in granting summary judgment in favor of SunTrust against him personally. He asserts that he “signed the [A]greement in his official capacity as Managing Partner [of] ULG,” and he “did not sign the Agreement personally guaranteeing the obligations of ULG.” Mr. Ubom further asserts that the court erred in preventing him from presenting testimony that he was assured by SunTrust that he would not be personally liable for the line of credit.

SunTrust argues that the circuit court correctly found that the Agreement created a personal guaranty on the part of Mr. Ubom. It asserts that the Agreement, which contains Mr. Ubom's signature as the guarantor, is “clear and unambiguous” in creating a personal guaranty on the part of Mr. Ubom.

In reviewing a trial court's grant of summary judgment, “we independently review the record to determine whether the parties properly generated a dispute of material fact and, if not, whether the moving party is entitled to judgment as a matter of law.” Reiter v. Pneumo Abex, LLC, 417 Md. 57, 67 (2010) (quoting Livesay v. Baltimore County, 384 Md. 1, 10, 862 A.2d 33 (2004)). A material fact is one which is “necessary to the determination of the case.” Id. at 68. We “ ‘review the record in the light most favorable to the nonmoving party and construe any reasonable inferences that may be drawn from the facts against the movant.’ ” Id. at 67 (quoting Livesay, 384 Md. at 9, 862 A.2d 33).

In this case, there is no dispute of material fact. Mr. Ubom does not dispute that the identifying information contained in the section titled “Guarantor Information” is his personal information or that his signature appears on the line captioned “Signature (Guarantor).” The question before us is a legal one, whether Mr. Ubom signed his name in his capacity as an officer of the corporation or whether it was a personal guaranty.

Before addressing the merits of the issue, we note that Mr. Ubom, in arguing that his signature did not create a personal guaranty, has cited no case law in support of this assertion. On this basis alone, we could reject his contention. See Conrad v. Gamble, 183 Md.App. 539, 569, 962 A.2d 1007 (2008) (declining to address issue because appellants' argument was “completely devoid of legal authority”) (quotation omitted); Marquis v. Marquis, 175 Md.App. 734, 758, 931 A.2d 1164 (2007) (“ ‘It is not our function to seek out the law in support of a party's appellate contentions.’ ”) (quoting Sodergren v. Johns Hopkins Univ. Applied Physics Lab., 138 Md.App. 686, 707, 773 A.2d 592 (2001)); Anderson v. Litzenberg, 115 Md.App. 549, 577–78, 694 A.2d 150 (1997) (refusing to address argument because appellants failed to cite any legal authority to support their contention of error), cert. denied, 368 Md. 239, 792 A.2d 1177 (2002).⁴

Nevertheless, although “dismissal may be an appropriate sanction, whether to employ it is a matter left to the exercise of this Court's discretion.” Esteps Elec. & Petroleum Co. v. Sager, 67 Md.App. 649, 657, 508 A.2d 1032 (1986). We will exercise our discretion to consider Mr. Ubom's claim.

Maryland courts adhere to the principle of the objective interpretation of contracts. Ocean Petroleum Co. v. Yanek, 416 Md. 74, 86 (2010). Pursuant to this principle, “ ‘unless a contract's language is ambiguous, we give effect to that language as written without concern for the subjective intent of the parties at the time of formation.’ ” Id. (quoting Cochran v. Norkunas, 398 Md. 1, 16, 919 A.2d 700 (2007)). We restrict our inquiry to “ ‘the four corners of the agreement,’ ” id. (quoting Cochran, 398 Md. at 17, 919 A.2d 700), and “ascribe to the contract's language its ‘customary, ordinary, and accepted meaning.’ ” Id. (quoting Fister v. Allstate Life Ins. Co., 366 Md. 201, 210, 783 A.2d 194 (2001)). The Court of Appeals has made clear that, when language in a contract is unambiguous, and absent “fraud, duress, or mistake, parol evidence is not admissible to show the intention of the parties or to vary, alter, or contradict the terms of that contract. Only when the language of the contract is ambiguous will we look to extraneous sources for the contract's meaning.” Brendsel v. Winchester Constr. Co., 392 Md. 601, 624, 898 A.2d 472 (2006) (citations and quotations omitted).

Ambiguity will be found if, to a reasonable person, the language used is susceptible to...