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Bangor Publishing v. Union St. Market
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MAINE SUPREME JUDICIAL COURT					Reporter of Decisions
Decision:  	1998 ME 37
Docket:  	Pen-97-92
Submitted
 on Briefs:	December 12, 1997
Decided:	February 25, 1998

Panel:  WATHEN, C.J., and ROBERTS, CLIFFORD, RUDMAN, DANA, LIPEZ, and SAUFLEY, JJ.


BANGOR PUBLISHING COMPANY v. UNION STREET MARKET and KARL GURSCHICK

LIPEZ, J.

	[¶1]  Karl Gurschick appeals from the judgment entered in the
Superior Court (Penobscot County, Mead J.) affirming the judgment entered
in the District Court (Bangor, Russell J.) in favor of Bangor Publishing
Company ("BPC") on its breach of contract action.  Gurschick contends that
the District Court erred in finding that he was personally liable on a contract
he executed on behalf of Union Street Market.  We disagree and affirm the
judgment.
I.
	[¶2]  Gurschick is the president of Union Street Market, a corporation
now discharged in bankruptcy.  Union Street Market had an advertising
account with the Bangor Daily News, a newspaper published by BPC, with an
outstanding balance of $4,950.  BPC requires that, prior to advertising in the
Bangor Daily News, potential advertisers must complete a credit application. 
Immediately above the signature line, the application states:

AUTHORIZATION:
In consideration of the Bangor Publishing Company, publishers
of the Bangor Daily News, extending credit and publishing
advertising for the above, the undersigned, jointly and severally,
as individuals and in our corporate capacities, if any, agree to pay
and guarantee full payment in accordance with the Bangor
Publishing Company's credit terms including all costs of
collection and attorney's fees, if any . . . .

 Gurschick signed the credit application after having it for one week.  
	[¶3]  BPC initiated this action against both Union Street Market and
Gurschick, alleging that Gurschick had guaranteed the full payment of the
market's debts.  At trial, the court permitted Gurschick to testify that he did
not intend to assume personal liability when he signed the contract,
overruling BPC's objection that the parol evidence rule bars such testimony.  
	[¶4]  The court found that "[b]y its plain terms, the agreement
provides a guarantee of any credit extended by the signer both as an
individual and as a corporate officer."  The court went on to consider,
however, that "Gurschick intended to absolve himself of personal liability
(except for payroll) for the debts of the market."  The court held that,
because Gurschick failed to provide BPC with sufficient notice of his intent
not to assume personal liability, Gurschick was liable on the contract.  The
Superior Court affirmed.  This appeal followed.
II.
	[¶5]  When the Superior Court acts as an intermediate appellate court,
we directly review the decision of the District Court.  Melanson v. Belyea,
1997 ME 150, ¶ 4, 698 A.2d 492, 493.  When contract language is
ambiguous, the factfinder may "entertain extrinsic evidence casting light
upon the intention of the parties with respect to the meaning of the unclear
language."  T-M Oil Co., Inc. v. Pasquale, 388 A.2d 82, 85 (Me. 1978). 
"Contract language that is unambiguous must be given its plain meaning." 
Id. 
	[¶6]  Whether contract language is ambiguous is a question of law
which we review de novo.  See Portland Valve, Inc. v. Rockwood Sys. Corp.,
460 A.2d 1383, 1387 (Me. 1983).  The contract provision at issue in this
case unambiguously imposes personal liability upon the signatory corporate
officer.  Because the meaning of this provision is clear, the court erred in
entertaining evidence of Gurschick's contrary intent.  Nevertheless, the
court correctly determined that Gurschick is liable to BPC on the contract.
III.
	[¶7]  We also reject Gurschick's argument that the credit application
violates the Maine Unfair Trade Practices Act ("UTPA"), 5 M.R.S.A. §§ 205-
A-214 (1989 & Supp. 1997).  The UTPA makes unlawful "[u]nfair methods
of competition and unfair or deceptive acts or practices in the conduct of
any trade or commerce."  5 M.R.S.A. § 207 (1989).  We have noted that an
unfair or deceptive act "must be substantial; it must not be outweighed by
any countervailing benefits to consumers or competition that the practice
produces; and it must be an injury that consumers themselves could not
reasonably have avoided."  Suminski v. Maine Appliance Warehouse, Inc.,
602 A.2d 1173, 1174 n.1 (Me. 1992) (quotations and citations omitted).  
	[¶8]  Gurschick contends that BPC's attempt to enforce the joint and
several liability provision of the contract is an unfair and deceptive practice
because BPC did not explain the fine print provision to him.  This provision
is set forth in clear and unambiguous language.  Although it is printed in
small text, it is located directly above the signature line, and it is set off
from the rest of the contract by a boldface line and by the word
"Authorization," which is printed in a large, boldface type.  The rest of the
one-page contract is comprised of spaces to be filled in by the applicant. 
This provision is one of only three sentences that the applicant has to read. 
Gurschick possessed a copy of the contract for one week before signing it. 
He could reasonably have avoided the injury that he now claims to have
sustained by examining this provision during the course of that week.  
	The entry is:
Judgment affirmed.
 
Attorney for appellant: Paul J, Morrow, Esq. Law Office of Carl D. McCue P O Box 655 Hampden, ME 04444-0655 Appellee did not file a brief.