Foote & Davies, Inc. v. Arnold Craven, Inc.

324 S.E.2d 889 (1985)

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Nature of the Case

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Facts

P was a printing company. In 1981, P's rep solicited a catalog printing order. That order came from a company that was a wholly owned sub of D. D operated a retail clothing store. Three family members were its only stockholders, father, mother, and son. The son was president of the clothing store and also president of a mail-order subsidiary of D that did business at another location. P's rep learned that the son was president of both D and the sub. P's rep delivered to the son, as president of the sub, a letter enclosing a proposal along with a proposed letter from D guaranteeing the sub's payments for the catalogs. The son accepted and signed the proposal. After having the guarantee typed under the sub's letterhead, the son signed it as D's president and mailed it to P. P learned that D's sub was having difficulties raising sufficient operating capital. P eventually printed the catalogs and billed the sub for $225,000. The next day, the sub-filed for bankruptcy. D refused to pay the debt as well. P moved for summary judgment and the court granted it; there was adequate consideration, and the president of D had actual or implied authority to sign the guarantee. D appealed.