MLG Enterprises, LLC v. Richard Johnson

The lessor of commercial property brought this action for breach of a lease agreement against the tenant, a limited liability company, and the tenant’s president/owner, Richard Johnson, whom Plaintiff contends agreed to be personally liable for “all of tenant’s obligations” under the lease. Mr. Johnson signed the lease in two places. It is undisputed that his first signature was in a representative capacity on behalf of the tenant; the disputed issue is whether his second signature expresses a clear intent to be personally liable for the tenant’s obligations. After a default judgment was entered against the tenant, Mr. Johnson’s alleged personal liability was tried without a jury. At the close of Plaintiff’s proof, Mr. Johnson made an oral motion for involuntary dismissal. The trial court granted the motion, concluding that Mr. Johnson did not personally agree to be liable for the tenant’s obligations. This determination was based on the findings that Mr. Johnson was entitled to the presumption that he signed the lease in a representative capacity because he handwrote the words “for Mobile Master Mfg. L.L.C.” after his second signature, and that the sole provision in the lease, which states that he agreed to be personally liable, was not in capital or bold letters, nor was the one-sentence paragraph indented or otherwise emphasized. The court also noted that the signature provision at issue did not bear the title Guarantor. Plaintiff appealed. As the foregoing indicates, our review is benefited by the trial court’s Tenn. R. Civ. P. 41.02 findings of facts and conclusions of law, which disclose the reasoned steps by which the trial court reached its ultimate conclusion and enhance the authority of the trial court’s decision. Having reviewed the trial court’s findings of fact in accordance with Tenn. R. App. P. 13(d), we have concluded that the evidence does not preponderate against the trial court’s findings, and that the trial court identified and properly applied the applicable legal principles. For these reasons, we affirm.