dissenting.
I must dissent from the majority opinion, as I feel the crux of this case concerns what and where the appellant signed and not whether parol evidence as to his intentions upon signing should be allowed. Here the lease between the parties was signed with the corporate name. The lease was completely executed upon that signature, as no other act was required to bind it as lessee. Appellant then signed his signature followed by the abbreviation “Pres.” to the guaranty agreement at the bottom of the lease. Appellant now contends that the use of the abbreviation after his signature created an ambiguity. Was this second signature affixed solely in his corporate capacity, therefore relieving him of any personal liability on the obligation created by the lease and guaranty agreement, or was it intended, as the clear words of the agreement indicate, to bind him personally? As pointed out by the majority, acceptance of the first interpretation would force a conclusion that the guaranty agreement added nothing to the transaction. It becomes a meaningless act of signing, guaranteeing that the entity already obligated under the lease agrees to pay what it is required to pay. Kessel v. Murray, 197 Iowa 17, 198 N.W. 591 (1924). When an interpretation of facts results in rendering an act meaningless, an alternative interpretation giving substance to the act will be favored.
There are older Kentucky cases dealing with the personal liability of directors and officers who sign notes or contracts, but they are distinguishable from our present situation. In cases such as Yowell v. Dodd, 66 Ky. (3 Bush) 581 (1868), Caphart v. Dodd, 66 Ky. (3 Bush) 584 (1868), and Pack v. White, 78 Ky. 243 (1880), the notes were signed in one location only and without the actual corporate signature. In our case the appellant signed the guaranty and the abbreviation “Pres.” following his name should be regarded as descripto personae, a term descriptive of the person rather than the relationship in which he signs the agreement. 19 Am.Jur.2d, Corporations, § 1344 at 750. The separate act of signing the guaranty agreement served to reassure the lessor/appellee that an alternative source of reimbursement and financial protection was available to him, and to now hold the president/appellant free from personal liability would negate those protections and expectations.
I would therefore hold that the clear intention from the face of the document was to hold the appellant personally liable. The case of Ricker v. B. W. Acceptance Corp., 349 F.2d 892 (10th Cir. 1965), came to such a conclusion and should be applied to the present conflict. Although the guaranty agreement in that situation contained more indications of personal liability in the language used, the analysis is the same. See also American Petrofina Co. v. Bryan, (Tex.Civ.App.), 519 S.W.2d 484 (1975).
Remand for determination of mitigation and damage issues has been ordered by this Court. Both parties admit that adjudication on these questions is required. On the issue of liability, however, I feel the summary judgment originally issued by the lower court should be affirmed.