Mundaca Investment Corporation v. Febba

727 A.2d 990 (1999)

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Nature of the Case

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Facts

Ds served as trustees of the L.T.D. Realty Trust (trust). Ds purchased two condominium units for the trust. TDs executed two promissory notes, secured by two mortgages, payable to the order of Dartmouth Savings Bank (bank). At the end of both notes below the signature line, the name of each D was typewritten beside the preprinted term 'Borrower.' Both Ds signed, but each also handwrote the word 'Trustee.' The promissory notes state that they are secured by a mortgage and the trust is not identified on the face of the notes. The trust is identified as the 'Borrower' in both mortgages. P acquired the two notes from the FDIC as receiver for the bank. P notified Ds that the notes were in default and P sued Ds for the remaining amounts due. Everyone moved for summary judgment. The court held that Ds' signature did not show unambiguously that Ds were signing in a representative capacity. P's motion was granted, and Ds appealed. Ds argue that reading the notes and mortgages together shows unambiguously that they signed in a representative capacity for the trust as the identified principal, and therefore they are not personally liable.