JCW

[Guarantee – whether Director signed the same as a personal guarantee or on behalf of the Defendant company] Justin acted as counsel for the Plaintiff in this case. In this case, Summary Judgment was entered against the Defendant based on a Guarantee.  The High Court amongst others held that : (i) The Defendant's argument that it did not order the goods and cannot be made liable for Ire-Tex's debt is misconceived as a guarantee is a contract to perform the promise or discharge the liability of a third person under Section 79 of the Contracts Act (ii) The Defendant's denial that it executed the Corporate Guarantee dated 30/4/2016  on the basis that it is a personal guarantee by its signatories is not accepted as the Defendant issues a Circular Resolution dated 27/5/2016 which ratified the Corporate Guarantee and provided authority to any of the Defendant's directors to sign the Corporate Guarantee on behalf of the Defendant. (iii) The Defendant argues that the Corporate Guarantee is not executed in the Defendant's common seal. As this defence is not pleaded it must fail. Further, the Circular Resolution  do not support such a defence where the said Resolution provides that authority is given      (a) for any director of the Defendant to sign the Corporate Guarantee     (b) to affix the Defendant's common seal onto the Corporate Guarantee, "if so required" As such, the fact that the common seal was not affixed does not mean that the signatories signed the Corporate Guarantee in their personal capacities.