Yellow Book Sales and Distribution Company, Inc. v. Valle
The statute of frauds, C.G.S. §52-550(a)(2), requires that a promise made to answer for the debt of another be expressed in writing and be signed by the party against whom enforcement is sought. Moving America of CT, Inc. entered into multiple contracts with Yellow Book Sales & Distribution Company, Inc. before ceasing to operate. The contacts included a provision that "[t]he signer of this agreement does, by his execution personally and individually undertake and assume the full performance hereof including payments of the amounts due hereunder." The signature was completed in a substantially similar manner each time with the words "Moving America" appearing above a signature reading "David Valle, President." On a third line, "David Valle, President" was handwritten and dated. Yellow Book commenced this action against Valle in his individual capacity pursuant to the individual guarantees of the contracts seeking the $28,808 balance remaining unpaid on Moving America's account, plus interest and attorneys' fees. The trial court granted summary judgment to the defendant. Yellow Book appealed claiming that the trial court incorrectly concluded that the agreement between the parties was rendered unenforceable by the statute of frauds. The Appellate Court affirmed the judgment. The trial court correctly concluded that the obligation undertaken by Valle was a promise to answer for the debt of Moving America that fell "squarely within" the statute of frauds. The defendant submitted evidence in support of his motion indicating that Yellow Book extended credit solely to Moving America. Unlike in the 1995 Connecticut Appellate Court case of Kerin Agency, Inc. v. West Haven Painting & Decorating, Inc., Yellow Book was not induced to act by the strength of the defendant's individual credit. The plaintiff also unsuccessfully claimed that the various written agreements were not ambiguous as to whether the defendant was a party to the contract in his individual capacity. For the statute of frauds to be satisfied, the record was required to contain a writing that stated, without ambiguity, that the defendant was a party to an agreement in his individual capacity. The defendant's signature was always appended with the corporate designation "[p]resident." Other provisions indicated that the agreement was formed between Yellow Book and Moving America. Whether the defendant was a party to the agreements in his individual capacity was, at least, unclear.