K2 Corporation v. Win-Sum Sports, Inc., No. Cv 93 53419 S (Dec. 27, 1993)

[EDITOR'S NOTE: This case is unpublished as indicated by the issuing court.] MEMORANDUM OF DECISION The parties in this matter have stipulated that judgment may enter against the corporate defendant, Win-Sum Sports, Inc. in the amount of $18,200.16 plus costs in the amount of $219.40. The stipulated amount includes principal debt of $11,004.21, interest of $3,827.88 and attorney's fees of $3,368.07.

With respect to the individual defendant's, William E. Paluska, Jr. and Patricia M. Paluska, the parties agreed that the Court decide the matter on the papers without evidence, based on their memoranda of law.

The issue in determining personal liability is whether the guarantee agreement signed by the individual defendants guaranteeing the corporate debt of Win-Sum Sports Inc. is unenforceable as a contract of adhesion.

A contract of adhesion is one whose terms are not subject to the normal bargaining processes of ordinary contracts. Dainty Rubbish Service, Inc. v. Beacon Hill Association, Inc., 32 Conn. App. 530,535 (1993). It is a contract such as an insurance policy which is drawn up by the insurer with the insured having little, if any, choice as to its terms and who merely adheres to it. Aetna Casualty Surety Co. v. Murphy, 206 Conn. 409, 416 (1988).

In this case Win-Sum Sports, Inc. applied for a line of credit with the K2 Corporation, a manufacturer of sports equipment. William Paluska Jr. was a principal of the defendant corporation, Patricia Paluska is his wife.

In order to obtain the line of credit K2 Corporation required that Mr. and Mrs. Paluska individually guarantee any indebtedness of Win-Sum Sports, Inc. to K2 Corporation.

This one page agreement was signed by the Paluskas' in order to obtain a line of credit. This is an ordinary commercial or business transaction between business people. CT Page 11258

The document is clearly titled "Continuing Guaranty" and it does not require a detailed analysis to understand that the signators intended to guarantee the debts incurred by Win-Sum Sports. In short, there is insufficient evidence to show that this is a contract of adhesion.

Therefore, judgment shall enter for the plaintiff against Win-Sum Sports, Inc., William E. Paluska, Jr. and Patricia M. Paluska, in the amount of $18,200.16 plus costs of $219.40.

Klaczak, J.