YELLOW BOOK SALES AND DISTRIBUTION COMPANY, INC. v. DAVID VALLE, SC 18956
Judicial District of Hartford
Contracts; Statute of Frauds; Whether Defendant Made an Enforceable Promise to Answer for the Debt of Another. The defendant was the president of Moving America of CT, Inc. (Moving America), which entered into multiple contracts with the plaintiff. The contracts provided that the signer "personally and individually undertake[s] and assume[s] the full performance [of the contract] including payments of the amounts due hereunder." The words "Moving America" appeared on the first line of the signature page of the contracts, a signature reading "David Valle, President" was placed on the second line and, on the third line, the words "David Valle, President" were handwritten. After Moving America was dissolved, the plaintiff brought this action against the defendant, seeking to recover money owed under the contracts. The defendant claimed that the statute of frauds barred recovery because he did not personally agree to answer for Moving America’s debt but, instead, signed on behalf of Moving America solely in a representative capacity. The statute of frauds requires that a promise made to answer for the debt of another be expressed in a writing and be signed by the party against whom enforcement is sought. In rendering judgment for the defendant, the trial court found that the plaintiff had alleged a promise by the defendant to answer for Moving America’s debt that fell squarely within the statute of frauds. It then found that the contracts were ambiguous as to whether the defendant was a party in his individual capacity, thereby rendering them unenforceable under the statute of frauds. The plaintiff appealed, first claiming that the trial court improperly concluded that the obligation undertaken by the defendant was a promise to answer for another’s debt rather than a primary obligation not governed by the statute of frauds. The Appellate Court (133 Conn. App. 75) rejected that claim and affirmed the judgment, ruling that, as the evidence showed that the plaintiff extended credit solely to Moving America and that it was not induced to act by the strength of the defendant’s credit, the trial court correctly ruled that the plaintiff sought recovery pursuant to collateral promises by the defendant to answer for Moving America’s debt. The Appellate Court also rejected the plaintiff’s claim that the contracts clearly indicated that the defendant was a party in his individual capacity. It found that the contracts were ambiguous as to whether the defendant was a party in his individual capacity, noting that the defendant’s signature was always appended with the corporate designation “President,” and that other contract provisions indicated that the agreements were between the plaintiff and Moving America. It thus concluded that, because the writings were ambiguous as to the identity of the parties to the contracts, they did not satisfy the statute of frauds. In this appeal, the Supreme Court will decide whether the Appellate Court properly affirmed the judgment in favor of the defendant.