General Electric Capital Corp. v. Transport Logistics Corp.
General Electric Capital Corp. v. Transport Logistics Corp.
Opinion of the Court
Opinion
This appeal arises from the judgment rendered in favor of a lessor for the collection of moneys due under an agreement with the corporate defendant and an individual guarantee signed by a cor
The following facts are not in dispute. The plaintiff, General Electric Capital Corporation, entered into an agreement dated November 2,1998, with the coiporate defendant, Transport Logistics Corporation,
The plaintiff commenced an action against the defendants in October, 2003. The plaintiff filed a motion for
“In deciding a motion for summary judgment, the trial court must view the evidence in the light most favorable to the nonmoving party. . . . The party moving for summary judgment has the burden of showing the absence of any genuine issue of material fact and that the party is, therefore, entitled to judgment as a matter of law. ... On appeal, we must determine whether the legal conclusions reached by the trial court are legally and logically correct and whether they find support in the facts set out in the memorandum of decision of the trial court.” (Internal quotation marks omitted.) Aselton v. East Hartford, 277 Conn. 120, 130, 890 A.2d 1250 (2006). Our scope of review of the granting of a motion for summary judgment is plenary. Id. The facts at issue in a motion for summary judgment are those alleged in the complaint. Mountaindale Condominium Assn., Inc. v. Zappone, 59 Conn. App. 311, 315, 757 A.2d 608, cert. denied, 254 Conn. 947, 762 A.2d 903 (2000).
On appeal, Gaudet claims that the court improperly determined that the guarantee was a continuing guarantee in consideration for the plaintiffs prior and future lease of equipment. Gaudet’s claim is in two parts: (1) the parties’ intent is a question of fact that is inappropriate for summary judgment and (2) there was no consideration given by the plaintiff for his guarantee. We disagree.
The following additional facts are relevant to our decision. The guarantee states in relevant part that “[t]o
“Although ordinarily the question of contract interpretation, being a question of the parties’ intent, is a question of fact . . . [w]here there is definitive contract language, the determination of what the parties intended by their contractual commitments is a question of law. . . . When only one interpretation of a contract is possible, the court need not look outside the four comers of the contract. ... A court will not torture words to import ambiguity when the ordinary meaning leaves no room for ambiguity, and words do not become ambiguous simply because lawyers or laymen contend for different meanings.” (Citation omitted; internal quotation marks omitted.) McCann Real Equities Series XXII, LLC v. David McDermott Chevrolet, Inc., 93 Conn. App. 486, 503, 890 A.2d 140, cert. denied, 277 Conn. 928, 895 A.2d 798 (2006). On the basis of our review of the guarantee, we conclude that the relevant language of the guarantee is not ambiguous and, thus, clearly expresses the intent of the parties. The parties agreed that Gaudet would guarantee the debt that the corporate defendant owed the plaintiff at the time he signed the guarantee and any time thereafter.
The issue of whether the guarantee is a continuing one is controlled by Connecticut Bank & Trust Co. v. Wilcox, 201 Conn. 570, 575, 518 A.2d 928 (1986). In that case, as here, the defendants argued that there was a
Gaudet argues that there was no consideration for his signing the guarantee almost two years after the plaintiff had entered into the lease agreement with the corporate defendant. Generally, in the absence of consideration, an executory promise is unenforceable. Osborne v. Locke Steel Chain Co., 153 Conn. 527, 531, 218 A.2d 526 (1966). The plaintiff, Gaudet continues, could not have relied on Gaudet’s guarantee when contracting for the original lease.
“[Consideration is [t]hat which is bargained-for by the promisor and given in exchange for the promise by the promisee .... We also note that [t]he doctrine of consideration does not require or imply an equal exchange between the contracting parties. . . . Consideration consists of a benefit to the party promising,
The judgment is affirmed.
In this opinion the other judges concurred.
The coiporate defendant was defaulted for failure to appear and failure to plead and is not a party to this appeal. The motion for summary judgment was not directed toward the corporate defendant. On February 16, 2006, the action was withdrawn as against the coiporate defendant.
The guarantee was referenced in and attached to the complaint.
Gaudet challenges the enforceability of the guarantee, not the amount owed.
Reference
- Full Case Name
- GENERAL ELECTRIC CAPITAL CORPORATION v. TRANSPORT LOGISTICS CORPORATION
- Cited By
- 5 cases
- Status
- Published