dissenting.
Because I believe the guaranty here adequately identifies Elite as the “Applicanf’/principal debtor, I respectfully dissent. While the term “Applicant” is not defined in the guaranty and application, “[t]his Court has long recognized that dictionaries may supply the plain and ordinary meaning of a word.” (Citation and punctuation omitted.) Capital Color Printing v. Ahern, 291 Ga. App. 101, 107 (1) (661 SE2d 578) (2008). Webster’s Unabridged Dictionary (2nd edition 1983) defines “applicant” as “one who applies or makes application.” I would hold that the principal debtor is sufficiently identified when a guaranty that is part of an “Application for Credit,” and incorporates that application by reference, refers to the principal debtor as “Applicant” and the first line following the date and amount on the application lists the “Name of Company/Individual.” Elite, the name handwritten on the line next to this heading, is unquestionably the party applying for credit and therefore the “Applicant.”
Even if such a holding could be construed to extend the guarantor’s obligation by interpretation, I would conclude in the alternative that the guaranty did not run afoul of the Statute of Frauds. I agree with the majority that under the Statute of Frauds, an agreement is not enforceable where it “omits the name of the principal debtor, of the promisee, or of the promisor.” (Citations, punctuation and footnote omitted; emphasis supplied.) Legacy Communities Group v. Branch Banking & Trust Co., 316 Ga. App. 496, 498 (729 SE2d 612) (2012).
But as explained in Ahern, supra, “while the Statute of Frauds prohibits using parol evidence to supply completely missing terms, it does not prohibit using parol evidence to explain ambiguities in *282descriptions.” (Citations and punctuation omitted; emphasis supplied.) Id. at 105 (1). This is not a case in which the name of the principal debtor is entirely omitted from the guaranty, as in Legacy Communities Group, supra, 316 Ga. App. at 498. Rather, it involves an ambiguity in the guaranty and application in the description of the “Applicant.” See Ahern, supra, 291 Ga. App. at 104-105 (1). Certainly in an application for credit, the party applying for credit will be named therein. Therefore, the question is which name or names listed on the application are the “Applicant.” See id. at 105-106 (1).
Decided July 16, 2013To resolve any ambiguity as to the entity applying for credit, we may look to parol evidence. Thomas averred that “Elite Dwellings, LLC entered into an application for credit with La[F]arge North America.” This testimony was sufficient to resolve any ambiguity created by the absence of a line titled “Applicant” on the application for credit. See Ahern, supra. For this reason, under the circumstances of this particular case, I would hold that the guaranty sufficiently identifies the principal debtor as Elite and satisfies the Statute of Frauds.
The cases cited by the majority are distinguishable. LaFarge Bldg. Materials v. Pratt, 307 Ga. App. 767 (706 SE2d 131) (2011), is not controlling, because in that case, this court only held that the guaranty violated the Statute of Frauds because it did not incorporate the application by reference. Id. at 771 (1). Therefore, the opinion’s discussion concerning the failure of the application to identify an entity as “Applicant” is nonbinding dicta. Moreover, it did not discuss ways in which that failure might be cured or explained. McDonald v. Ferguson Enterprises, 274 Ga. App. 526 (618 SE2d 45) (2005), also does not demand a different result. In McDonald, the guaranty provided that the creditor was extending credit to the “entity applying for credit above (‘Applicant’).” Id. at 526 (1). We held that there was no entity identified in the application as “Applicant” or “entity.” Id. But there is no indication that Dunn Plumbing, the alleged principal debtor, was listed anywhere on the application at issue, which was not incorporated by reference. See id. at 527 (1), n. 2. We therefore held that the guaranty failed to identify the principal debtor and was unenforceable. Id. at 527 (1).
I agree with the majority that the better practice is to simply name the principal debtor instead of using a description or title. But under the particular circumstances of this case, I would hold that the guaranty satisfies the Statute of Frauds.
I am authorized to state that Judge Branch joins in this dissent.
Dupree & Kimbrough, Hylton B. Dupree, Jr., Blake R. Carl, for appellant. Evans, Scholz, Williams & Warncke, John A. Williams, Cohen, Cooper, Estep & Allen, Scott A. Schweber, for appellee.