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[U] Manufacturers and Traders Trust Co. v. Germansville Feed and Farm Supply, Inc.

Superior Court of Pennsylvania

February 7, 2014

MANUFACTURERS AND TRADERS TRUST CO., Appellee
v.
GERMANSVILLE FEED AND FARM SUPPLY, INC., DIANE SCHLAUCH AND RODNEY SCHLAUCH, Appellants

NON-PRECEDENTIAL DECISION

Appeal from the Order Entered August 1, 2013 in the Court of Common Pleas of Lehigh County Civil Division at No(s): 2013-N-814.

BEFORE: ALLEN, STABILE, and STRASSBURGER, [*]JJ.

MEMORANDUM

STRASSBURGER, J.

Germansville Feed and Farm Supply, Inc. (Germansville), Diane Schlauch, and Rodney Schlauch (collectively referred to as Appellants) appeal from the August 1, 2013 order denying their "Petition to Strike Confessed Judgment and for Stay of Execution Proceedings." We affirm.

The trial court aptly summarized the background underlying this matter as follows.

On or about October 29, 2001, Allfirst Bank loaned Germansville [ ] the principal sum of $25, 000.00 with interest consistent with the terms of a promissory note.1 The loan was for a business-related purpose. The Promissory Note was executed by Rodney K. Schlauch, President, and Diane B. Schlauch, Secretary/Treasurer. The business address is identified on the Promissory Note as 7130 Bake Oven Road, Germansville, Pennsylvania 18053.
1[Appellee] Manufacturers and Traders Trust Co. is the successor to Allfirst Bank by merger.
At issue in this case is a Guaranty executed by Mr. and Mrs. Schlauch on the same day. The Guaranty Agreement provides: "This Guaranty Agreement ("Guaranty") is given by Rodney K. Schlauch and Diane B. Schlauch ("Guarantor") for benefit of Allfirst Bank … with respect to the obligations of Germansville []." On the signature page of the Guaranty Agreement, under the designation "Guarantor" Appellant Rodney Schlauch signed the agreement as "Rodney K. Schlauch, Pres." However, beneath his signature and unlike on the Promissory Note, he is identified solely as "Rodney K. Schlauch." Likewise, Diane Schlauch, who also signed as a Guarantor, is identified solely as "Diane B. Schlauch" without any designation of her capacity as secretary and treasurer of the business. The address listed for the guarantors is 6973 Church Road, Germansville, Pennsylvania 18053.
Germansville [] defaulted on the Note by failing to make payments due from January 30, 2013 onward. Accordingly, on May 31, 2013, Manufacturers and Traders Trust Co.[] filed a Complaint in Confession of Judgment against Appellants.[1] The confessed judgment was in that amount of $25, 000.00 pursuant to the [P]romissory [N]ote. Judgments in the amount of $25, 000.00 were also confessed against [ ] Diane Schlauch and Rodney Schlauch personally pursuant to the Guaranty Agreement [they] both executed. The same day, the Clerk of Courts entered a Judgment by Confession against Appellants and issued a Notice of Confessed Judgment under Pennsylvania Rule of Civil Procedure 236. The judgment and notice were served on Appellants on June 18, 2013 by the Sheriff. The Return of Service was filed on June 24, 2013.
On July 12, 2013, Appellants filed a Petition to Strike Judgment and for Stay of Execution Proceedings. Appellants specifically argued that Rodney Schlauch cannot be held personally liable as a guarantor for Germansville [] because he signed it as "Rodney K. Schlauch, Pres." indicating he executed the agreement in his official capacity as president.
On [August 1], 2013, the [trial court] entered an order denying the Petition and reasoned that the suffix of "Pres." notwithstanding, []Rodney Schlauch executed the [Guaranty A]greement in his personal capacity. On August 30, 2013, Appellants filed [a] Notice of Appeal[. The trial court] ordered Appellants to file a Concise Statement of Matters Complained of on Appeal pursuant to Pennsylvania Rule of Appellate Procedure 1925(b) on September 3, 2013. Appellants filed their Concise Statement on September 13, 2013[, and the trial court subsequently issued an opinion].

Trial Court Opinion, 10/2/2013, at 2-3.

In their brief to this Court, Appellants ask us to consider one ...


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