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Marcucci v. H & L Developers

December 31, 2009

CATHERINE MARCUCCI, ET AL.
v.
H & L DEVELOPERS, INC., ET AL.



The opinion of the court was delivered by: Juan R. Sánchez, J.

MEMORANDUM

Plaintiff Catherine Marcucci asks the Court to order repayment of a $1.2 million loan, plus interest, from Defendants Ronald and Patricia Laessig, as guarantors of the loan. Marcucci's claim for a monetary award is supported by three promissory notes and the Laessigs' written guaranty to repay the promissory notes if the original lender, H & L Developers, Inc., defaulted. The Laessigs argue Marcucci's claim fails because the statute of limitations has expired and the promissory notes and guaranty are not supported by consideration. Because the Court concludes this action is within the applicable statute of limitations and the guaranty agreement is binding upon Ronald and Patricia Laessig, judgment will be entered in favor of Marcucci.*fn1

FINDINGS OF FACT

1. Ronald and Patricia Laessig met Catherine Marcucci and her late husband Dr. Paul J. Marcucci in the1980s. The two families became friends and the Laessigs were frequently invited to family functions and social gatherings with the Marcuccis.

2. In 1986, Ronald Laessig (Laessig) presented a real estate investment opportunity with his company, H & L Developers, Inc. (H & L), to the Marcuccis.

3. H & L was a Florida real estate development corporation created to build single-family homes in Florida. Laessig held 50 percent of H & L's shares as one of the company's two shareholders.

4. In 1990, Paul Marcucci passed away. Following his death, Catherine Marcucci worried about her future financial stability. Laessig told Catherine Marcucci he could help her.

5. Laessig told Marcucci to sell real estate properties she owned and to lend the funds from the sale of the real estate to him for investment purposes. Laessig promised Marcucci if she lent him $1.2 million, he would invest the money for her and pay her back with interest.

6. Marcucci agreed to lend Laessig the money, believing the interest payments would sustain her financially for the rest of her life. She lent $1,200,000 to Laessig on the condition he invest it for her and remit regular payments on the loan. Marcucci expected interest payments monthly.

7. Laessig invested Marcucci's money in an H & L real estate venture in Florida. By January 6, 1989, Marcucci had lent Laessig $772,090.39. Laessig directed his attorney to prepare a promissory note in this amount. On January 6, 1989, Laessig sent Marcucci a promissory note which stated Ronald and Patricia Laessig had borrowed $772,090.39 and that they were legally obligated to repay the principal, plus interest, to Catherine Marcucci by June 30, 1990. Both Ronald and Patricia Laessig signed this note. No interest or principal was ever paid on this note. The principal amount of this loan was rolled over into Marcucci's total loan of $1,200,000.

8. By June 1990, Marcucci had lent Laessig a total of $1,200,000. After receiving this loan, Laessig directed his attorney to create three additional promissory notes to memorialize the $1,200,000 loan. Laessig instructed his attorney as to the amount of the loan Laessig received, to whom the loan was payable, the interest rate, the due date, and the events which would constitute default on the loan. He also directed his attorney to prepare a personal guaranty for this loan and chose the terms of the guaranty, including the events of default.*fn2

9. On June 30, 1990, the Laessigs both signed a "Guaranty (Suretyship) Agreement" (Laessig Guaranty), which they sent to Catherine Marcucci.

10. The Laessig Guaranty states the agreement is between Ronald and Patricia Laessig, as guarantors, and P. John Marcucci, Jr., Paula Schwartz and Richard Marcucci, "Trustees Under Deed of Trust of P. John Marcucci dated September 22, 1988."

11. P. John Marcucci, Jr., Paula Schwartz, and Richard Marcucci are Catherine Marcucci's three children. Neither Catherine nor any of her three children are aware of any "Deed of Trust" created in their names. Laessig testified he instructed his attorney to make out the note to this "Deed of Trust" as part of some estate planning, but Laessig said the deed of trust was prepared by someone else. Laessig testified the deed of trust was prepared for Catherine Marcucci; she is the intended beneficiary and he believes her children serve as trustees.

12. The Guaranty states the lender agreed to make a $1.2 million loan to H & L "pursuant to the terms of, and evidenced by, that certain Promissory Note (the Note)." Laessig Guaranty § A. The Guaranty stated that, as a fifty percent shareholder, Ronald Laessig had a significant interest in H & L and would benefit economically from Marcucci's loan to H & L. The Guaranty further states the lender agreed to make the loan to H & L in consideration of the covenants assumed by the guarantor and expressly acknowledges that "Lender would not have extended the Loan without the execution and delivery by Guarantor of th[e] Guaranty Agreement."

13. In greater detail, the Laessig Guaranty provides:

2.1 Guaranty. The Guarantor irrevocably and unconditionally guarantees to Lender, and becomes surety to Lender for, the prompt payment when due, whether by acceleration or otherwise, of all of the Obligation. The obligations of Guarantor hereunder are in addition to any obligations Guarantor may have to Lender under any other agreement or agreements. Guarantor's obligation with respect to any representation, warranty or other covenant hereunder shall also be in addition [to] Guarantor's guaranty obligation set forth above.

2.2 Continuing Guaranty. This Guaranty is and shall be construed to be an absolute, unlimited, and continuing guaranty of payment and suretyship, and shall be deemed the primary obligation of the Guarantor. All of the obligations and the commitments of Lender to Obligors shall be conclusively presumed to have been created in reliance hereon.

2.3 Invalidity, Irregularity, Unenforceability, Etc. No Defense. No invalidity, irregularity or unenforceability of, lack of prior enforcement of, delay in enforcement of, or failure to preserve or enforce, the Obligation or of any security for the payment of the Obligation or of rights against any other guarantor thereof (although Lender's rights have been lost) shall affect, impair or be a defense to this Guaranty.

2.4 Waivers. The Guaranty waives notice of acceptance of this Guaranty, presentment, demand for payment, protest, notice of dishonor, notice of nonpayment of any of Obligor's Obligations. . . .

3.1 Events of Default. The following shall be deemed "Events of Default" hereunder: (a) The occurrence of any event of default with respect to any one or more of the Loan Documents. (b) Failure of Guarantor or any other guarantor to pay any amount when due hereunder to Lender or failure by Guarantor to observe or perform any other covenant, condition or provision contained in this Guaranty.

3.2 Remedies. Upon the occurrence of an Event of Default: (a) Lender, with not less than ten (10) days notice to Guarantor, may make the Obligation, whether or not then due, immediately due and payable under this Guaranty as to the Guarantor, and Lender shall be entitled to enforce the Obligation against the Guarantor. (b) Lender may exercise any of its rights and remedies provided by the laws of the Commonwealth of Pennsylvania or any other jurisdiction.

3.3 Application of Funds. Any amounts recovered by Lender hereunder may be applied by Lender to any amount or amounts owing hereunder, in ...


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