Unambiguous Intent as the Touchstone for Personal Guaranties:
Commentary on Extech Building Materials, Inc. v. E&N Construction, Inc.

I. Introduction

The Supreme Court of New Jersey’s unanimous decision in Extech Building Materials, Inc. v. E&N Construction, Inc. (A‑28‑24, decided Dec. 2, 2025) clarifies a recurring and commercially significant question: when, and how, a corporate representative who signs a contract can also be held personally liable as a guarantor of the corporation’s obligations.

The dispute arose from a two-page “Credit Application and Agreement” drafted by Extech Building Materials, Inc. (“Extech”), a supplier of building materials, to govern sales on credit to E&N Construction, Inc. (“E&N”). Two E&N representatives, including Joaquim G. Ferreira, signed the document. Above the signature lines was a strongly worded, all‑caps paragraph stating that the signers “DO PERSONALLY GUARANTEE UNCONDITIONALLY, AT ALL TIMES” the indebtedness of the named firm. Under each signature line appeared the pre‑printed words “No Title.”

When E&N failed to pay more than $1 million owed to Extech, Extech sued, asserting (among other claims) that Ferreira was personally liable as a guarantor under the Credit Application. The trial court granted summary judgment to Ferreira, holding that no clear, separate guaranty obligation had been created. The Appellate Division reversed, concluding that questions of intent precluded summary judgment. The Supreme Court granted certification and, in an opinion by Justice Fasciale, reversed the Appellate Division and reinstated summary judgment in favor of Ferreira.

The core issue: whether a single signature on a single contract can simultaneously bind a corporation as principal debtor and the corporate signer personally as guarantor — and what level of clarity is required for that result.

II. Summary of the Opinion

The Court’s key holdings can be summarized as follows:

1. No bright-line two-signature rule. New Jersey law does not require, as a matter of law, that a corporate representative sign twice (once in a corporate capacity and once individually) to be personally bound as guarantor.
2. Unambiguous manifestation of intent is required. A valid personal guaranty of a company’s indebtedness requires that the individual signer unambiguously manifest an intent to be personally bound. This requirement flows from:
   • the separate and distinct nature of a guaranty contract;
   • the general presumption that an agent of a disclosed principal intends to bind only the principal; and
   • the Statute of Frauds (N.J.S.A. 25:1‑15), which governs promises to answer for the debt of another.
3. Three acceptable methods to create a personal guaranty. A corporate representative can unambiguously manifest personal guaranty intent by:
   1. executing a separate, stand-alone personal guaranty agreement;
   2. signing the underlying agreement twice — once as corporate officer and once individually; or
   3. signing the underlying agreement a single time, where the agreement explicitly states that this one signature binds both the company and the signer personally.
4. Application to Ferreira. Ferreira did not unambiguously manifest an intent to personally guarantee E&N’s obligations:
   • there was no separate guaranty document;
   • he did not sign twice in different capacities; and
   • the Credit Application did not explicitly state that his single signature bound both E&N and Ferreira individually.
   Therefore, as a matter of law, he was not personally liable as guarantor, and summary judgment in his favor should be reinstated.

The Court reversed the Appellate Division and reinstated the trial court’s orders granting summary judgment to Ferreira and dismissing the complaint against the other individual signer, Roney. The opinion is unanimous, signaling a strong and clear doctrinal statement.

III. Detailed Analysis

A. Factual and Procedural Background

Extech supplied building materials to E&N under the terms of a “CREDIT APPLICATION AND AGREEMENT.” The document:

• authorized Extech to check E&N’s credit, charge late fees, recover attorneys’ fees, adjust the credit line, and require notice of a name change; and
• included an all‑caps paragraph (paragraph six) stating that, in consideration of extending credit, “WE JOINTLY AND SEVERALLY DO PERSONALLY GUARANTEE UNCONDITIONALLY, AT ALL TIMES … THE PAYMENT OF INDEBTEDNESS … OF THE WITHIN NAME[D] FIRM.”

Immediately following this guaranty language were three signature lines, each with spaces for:

• printed name,
• signature,
• witness’s signature, and
• the pre‑printed notation “No Title” under the line.

Two E&N representatives — Roney and Ferreira — signed. But nothing on the lines indicated whether they signed:

• solely as corporate representatives,
• solely in their individual capacities, or
• in both capacities.

E&N later defaulted on payment, leaving over $1 million unpaid. Extech sued E&N and the individual signers, asserting that Roney and Ferreira were personally liable under the guaranty language. During ongoing discovery, Extech moved for summary judgment against Roney and Ferreira; both cross‑moved for summary judgment seeking dismissal as to them.

The trial court:

• denied Extech’s summary judgment motion (in part because discovery was incomplete); but
• granted summary judgment for Ferreira and dismissed the complaint against Roney, holding there was no separate or sufficiently clear agreement imposing personal guaranty liability on them.

The Appellate Division:

• reversed the orders in favor of Ferreira and Roney, reasoning that factual disputes concerning the parties’ intent precluded summary judgment; and
• affirmed the denial of Extech’s motion for summary judgment.

The Supreme Court granted certification at Ferreira’s request and focused on the legal question: under New Jersey law, what is required to hold a corporate signer personally liable as guarantor on a contract also binding the corporation?

B. The Governing Legal Framework

1. The Nature of a Personal Guaranty

The Court begins by setting out core doctrinal points about guaranties:

• A personal guaranty is an individual’s promise to a third party (here, Extech) to answer for a principal’s (here, E&N’s) debt or performance, payable only if the principal defaults.
• A guaranty is conceptually and legally separate from the underlying contract, even if physically contained in the same document or executed at the same time. (The Court cites 38 Am. Jur. 2d Guaranty § 3 and the Restatement (Third) of Suretyship & Guaranty § 7.)
• As a contract, a guaranty’s enforceability depends on mutual assent — i.e., each party must agree to the obligations in a way that is objectively manifested.

The Court reiterates a longstanding interpretive principle: guaranty contracts are to be construed strictissimi juris — under the “strictest interpretation of the law” (Ferguson Carpet Co. v. Schottenfeld, 109 N.J.L. 539, 543 (E. & A. 1932)). Ambiguities are to be resolved:

• strictly in favor of the alleged guarantor; and
• against the drafter (here, Extech), following the general rule of construing ambiguous agreements against the party who prepared them (Nat’l Westminster Bank N.J. v. Lomker, 277 N.J. Super. 491, 499 (App. Div. 1994); Kotkin v. Aronson, 175 N.J. 453 (2003)).

2. Statute of Frauds: N.J.S.A. 25:1‑15

New Jersey’s Statute of Frauds provision on suretyship and guaranty (N.J.S.A. 25:1‑15) requires that a promise to answer for the debt of another be:

• in writing, and
• signed by the party to be charged (the alleged guarantor).

The Court emphasizes that the Statute of Frauds is intended to ensure “reliable methods for proving an authentic contract” (Moynihan v. Lynch, 250 N.J. 60, 76 (2022)). Where a guaranty brings a new person into the obligation — an individual who is not otherwise bound by the underlying contract — the writing must clearly show:

• who is a party to the guaranty; and
• that the alleged guarantor actually agreed to incur personal liability.

This fits with the classic statement of Chief Justice Marshall in Russell v. Clark’s Executors, 11 U.S. (7 Cranch) 69, 92 (1812), quoted approvingly: a person with no interest in the primary transaction is to be held liable for another’s debt only when his undertaking “manifests a clear intention to bind himself for that debt,” and the creditor must not rely on “ambiguous phrases and strained constructions.”

3. Agency and Corporate Signatures

The Court situates the problem within basic agency law:

• Under the Restatement (Third) of Agency § 6.01, when an officer of a corporation signs a contract in a representative capacity for a disclosed principal, the default rule is that only the principal (the corporation) is bound.
• The signer does not become personally liable merely by:
  • holding a corporate title; or
  • signing the contract as a corporate officer.
• An officer can become personally liable, however, if the officer and the third party agree that the officer is personally bound — for example, by executing a personal guaranty.

Crucially, the Court notes:

• “The manner in which an agent signs a document is … relevant to establishing whether the agent has manifested assent to be a party” (quoting Restatement (Third) of Agency § 6.01 cmt. d).
• More broadly, “the contents of the body of an agreement are relevant to whether an officer has individual liability” (id. Reporter's Notes cmt. c). The case of Sadler v. Young, 78 N.J.L. 594 (E. & A. 1910), is cited as an example where the contract text explicitly stated that the officer, not the corporation, would pay a commission, making him personally liable.

The Court endorses the view from Fletcher’s treatise that:

“It is possible for an agent to obligate both themselves and the principal on whose behalf the agent is acting with only one signature, so long as other language found in the contract expresses such an intent.” (7 Fletcher Cyclopedia of the Law of Corporations § 3034)

Accordingly, the focus is not mechanical formalism about signatures, but whether the contract as a whole demonstrates a clear and unambiguous intent that the signer is assuming personal liability in addition to corporate liability.

C. Precedents and Authorities Cited

1. Ligran, Inc. v. Medlawtel, Inc., 86 N.J. 583 (1981)

Ferreira relied heavily on Ligran, arguing that it implicitly required separate signatures to impose guaranty liability on an individual corporate officer. In Ligran, a corporate president signed:

• on the front of a promissory note as president (as maker); and
• on the back as an individual guarantor.

The issue in Ligran was not whether two signatures are required to bind a corporate officer personally; instead, the case concerned when the cause of action accrued on the guaranty (at issuance vs. breach). The Court here points out that its earlier observation in Ligran — that generally a guarantor is “a different person from the maker” or, if the same person, “signs in different capacities” — was descriptive of common practice, not prescriptive of a rigid rule.

The Extech Court thus refuses to read Ligran as imposing a bright-line two-signature requirement; it was dicta, not a holding on the formality needed for guaranty liability.

2. Cruz-Mendez v. ISU/Insurance Services of San Francisco, 156 N.J. 556 (1999)

Ferreira also invoked language in Cruz-Mendez, where the Court described a guaranty as “a separate contract” from the underlying obligation. In Cruz-Mendez, the distinction between a suretyship and a guaranty was at issue, not the formalities of execution.

The Extech Court clarifies that calling a guaranty a “separate contract” does not mean it must necessarily be a separate physical document. The word “separate” is conceptual: a guaranty is legally distinct from the principal’s contract, but it can still be contained within the same written instrument. Thus, Cruz-Mendez does not support a rule requiring a second document or a second signature as a matter of law.

3. Other New Jersey Contract and Guaranty Authorities

The opinion weaves in several foundational contract cases:

• Manahawkin Convalescent v. O’Neill, 217 N.J. 99 (2014) and Conway v. 287 Corporate Center Associates, 187 N.J. 259 (2006)
  These cases reiterate that contracts are interpreted based on the parties’ intent, express terms, surrounding circumstances, and purpose; unambiguous contracts are enforced as written.
• Barila v. Bd. of Educ. of Cliffside Park, 241 N.J. 595 (2020)
  The “plain language” of the contract is the starting point of interpretation.
• Kotkin v. Aronson, 175 N.J. 453 (2003) and In re Miller’s Estate, 90 N.J. 210 (1982)
  Ambiguities in a written agreement are strictly construed against the drafter (contra proferentem).
• Ferguson Carpet Co. v. Schottenfeld, 109 N.J.L. 539 (E. & A. 1932) and John H. Lyon & Co. v. Plum, 75 N.J.L. 883 (E. & A. 1908)
  Confirm the application of strictissimi juris to guaranty contracts.
• Looman Realty Corp. v. Broad Street National Bank of Trenton, 32 N.J. 461 (1960)
  Recognizes that corporate officers are not personally bound merely because of their role; personal liability must be clearly undertaken.
• Sadler v. Young, 78 N.J.L. 594 (E. & A. 1910)
  Illustrates that the text in the body of a contract (identifying the individual as the party who must pay) can be decisive in imposing individual liability.

4. Comparative and Secondary Authorities

The Court also draws on:

• Restatement (Third) of Agency § 6.01 (agent’s liability on contracts);
• Restatement (Third) of Suretyship & Guaranty § 7 (guaranty as a contract);
• 38 Am. Jur. 2d Guaranty §§ 1, 3, 4;
• Fletcher Cyclopedia of the Law of Corporations §§ 3005, 3034; and
• Salzman Sign Co. v. Beck, 176 N.E.2d 74 (N.Y. 1961), a New York Court of Appeals decision requiring clear evidence of intent under that state’s Statute of Frauds and noting the “nearly universal practice” of an officer signing twice when personal liability is intended.

These authorities reinforce the Court’s emphasis on clarity of intent, the separation of guaranty obligations from the primary contract, and the presumption that a corporate officer signing a corporate contract does not personally guarantee the obligation absent unambiguous evidence to the contrary.

D. The Court’s Legal Reasoning

1. No Bright-Line Two-Signature Requirement

The Court first addresses Ferreira’s argument that New Jersey law requires two signatures — one corporate, one personal — to impose guaranty liability on an officer. It squarely rejects this, concluding that:

• Neither Ligran nor Cruz-Mendez adopted such a rule.
• General principles of agency and contract law do not demand it.
• Consistency with the Statute of Frauds and the nature of guaranty contracts requires clarity, not a prescribed signature pattern.

Thus, New Jersey does not embrace a mechanical two-signature rule. Instead, the question remains whether the individual unambiguously manifested intent to personally guarantee the company’s obligations.

2. The Unambiguous Manifestation of Intent Standard

Here lies the central doctrinal contribution of the opinion. To create a valid, enforceable personal guaranty of a company’s debt:

The signer must unambiguously manifest an intent to be personally bound.

The reasons the Court insists on such clarity include:

• A guaranty is a separate legal obligation that brings new personal liability to an individual who is otherwise outside the underlying contract.
• There is a strong presumption that agents of a disclosed principal intend to bind only the principal by their signatures (per agency law and Fletcher).
• The Statute of Frauds demands unambiguous identification of the parties and their commitments in writings covering debts of another.

3. The Three Recognized Methods for Creating a Personal Guaranty

The Court then provides a practical roadmap for how an officer can unambiguously manifest such intent. This is one of the most important parts of the opinion for practitioners.

a. Method 1 – Separate Personal Guaranty Agreement

The “most obvious” and cleanest method is:

• One document: the primary contract (e.g., credit agreement, lease, loan) signed by the officer only in a corporate capacity, binding the corporation.
• A second, separate document: a stand‑alone personal guaranty in which the officer, expressly in an individual capacity, agrees to answer for the corporation’s obligations to the counterparty.

Because guaranty obligations are legally separate from the principal contract anyway, two documents avoid confusion as to which capacity the signer acted in and what obligations are being assumed.

b. Method 2 – Two Signatures Within a Single Document

A second common method is:

• One contract document that:
  • sets out both the corporation’s obligations and a guaranty clause; and
  • includes two signature lines (or sets of lines) for the officer:
    • one expressly in a corporate capacity (e.g., “ABC Corp., by John Doe, President”), and
    • one expressly in an individual capacity (e.g., “John Doe, Individually”).

This is, as Salzman and Fletcher describe, the “nearly universal” practice when individual liability is intended. By signing twice in differently labeled roles, the officer clearly shows the intention to bind both the corporation and himself or herself personally.

c. Method 3 – Single Signature with Explicit Dual-Capacity Language

The third method is more nuanced and carries the highest risk of dispute:

• The officer signs only once, but the text of the contract itself explicitly provides that the officer’s single signature:
  • binds the corporation; and
  • binds the officer in an individual capacity as guarantor.

Because a single signature does not inherently show dual capacities, the Court warns that the contract language must “directly evince the signer’s dual intent”:

• the language must be unambiguous;
• it should identify the signer as an individual guarantor, in addition to acting as corporate representative; and
• it should make unmistakable that the single signature carries both obligations.

The Court gives an example in general terms: a document “predominantly features a personal guaranty clause and clearly states that the signer is signing both in a representative capacity and in their individual capacity.” Absent such explicit dual-capacity language, a single signature will “rarely suffice” to evidence the mutual assent needed to impose personal guaranty liability.

4. Application to Ferreira and the Extech Credit Application

Applying these principles, the Court concludes that Ferreira did not unambiguously manifest an intent to be personally bound:

• No separate guaranty document was executed.
• Ferreira did not sign twice — once as corporate officer and once individually.
• The single signature he provided appeared on a line that did not:
  • identify his capacity (it was pre‑printed “No Title” but did not say “individually” or “as guarantor”); or
  • explicitly state that his signature bound him personally as well as E&N.

Although paragraph 6 contained strong guaranty-style language in all caps, the Court holds that this alone is insufficient to overcome:

• the strictissimi juris rule, requiring clear and strict interpretation of guaranty language;
• the presumption that a corporate officer signing a corporate agreement binds only the corporation; and
• the Statute of Frauds demand for unambiguous written evidence of a personal promise to pay another’s debt.

Given that the intent to impose personal liability was not clearly and unambiguously manifested, the Court holds that:

• there is no valid personal guaranty by Ferreira as a matter of law; and
• no genuine issue of material fact exists that would warrant a trial on his intent.

Accordingly, Ferreira is entitled to summary judgment. The Court reverses the Appellate Division and reinstates the trial court’s orders in his favor and in favor of Roney.

E. Impact and Practical Implications

1. For Contract Drafters and Creditors

The decision is especially significant for creditors, landlords, suppliers, and lenders who rely on standardized forms — such as credit applications — that are often drafted to include personal guaranty language immediately above signature lines.

Key takeaways for drafters:

• Do not assume bold or all‑caps guaranty language alone is enough. Even emphatic language immediately above a signature line will not necessarily suffice if capacity is unclear and the form is ambiguous as to whether the signer is personally bound.
• Prefer separate guaranties or dual signatures. To maximize enforceability and limit litigation risk, drafters in New Jersey should:
  • use a stand-alone personal guaranty signed in an individual capacity, or
  • include clearly labeled corporate and individual signature blocks within the same document, requiring the officer to sign in both capacities.
• If relying on a single signature, be explicit. Where a single signature is intended to bind both corporation and individual, the contract should:
  • identify the signer by name as an individual guarantor in the body of the agreement;
  • state plainly that “by signing below, the undersigned signs both on behalf of the corporation and individually as guarantor”; and
  • line up the operative guaranty language with equally clear signing language.
• Review existing forms. Many standard credit applications and account agreements in use across industries are formatted similarly to Extech’s. In light of this decision, those forms may be vulnerable to challenge if they rely on ambiguous guaranty clauses and undifferentiated signature lines.

2. For Corporate Officers and Business Owners

For officers and closely held business owners, the decision provides clarity and some protection:

• There is a strong presumption that, when you sign a contract on behalf of a disclosed corporation, you are binding only the corporation unless the document clearly states you are also personally guaranteeing the obligations.
• Nonetheless, officers must remain vigilant: where language explicitly calls for personal guaranty and signature lines or text clearly state that the signer is acting “individually,” courts will enforce such guaranties.
• The safest practice is to read any guaranty language carefully and, if unwilling to assume personal liability, negotiate removal of guaranty provisions or limit them expressly.

3. Litigation and Summary Judgment Practice

The decision also affects how courts and litigators approach motions for summary judgment in guaranty disputes:

• When the text of a contract and the signature block fail to unambiguously show personal guaranty intent, courts may decide the issue as a matter of law, without resort to parol evidence or a trial on subjective intent.
• Conversely, where the contract contains strong, explicit individual-capacity language, courts are more likely to enforce guaranties at the summary judgment stage.
• The decision underscores that ambiguous forms will generally be construed against the drafter and, in the guaranty context, in favor of the alleged guarantor.

4. Comparative Perspective

While New Jersey stops short of adopting New York’s more rigid approach in Salzman Sign Co. v. Beck (which strongly favored a two‑signature practice), Extech moves New Jersey in the same general policy direction: personal guaranty liability must rest on clear, explicit, and documented intent, not on ambiguous or boilerplate language placed near undifferentiated signature lines.

The Court’s framework also aligns with modern Restatement principles: signature form is evidence of intent, but not conclusive; what matters is the entire written manifestation of assent, interpreted strictly where personal guaranty liability is at stake.

IV. Simplifying Key Legal Concepts

1. Personal Guaranty vs. Underlying Contract

Think of the transaction as involving two separate promises:

• Underlying contract: the corporation (e.g., E&N) promises to pay for goods or services (e.g., building materials) supplied by the creditor (e.g., Extech).
• Personal guaranty: an individual (e.g., the company’s officer) separately promises the creditor: “If the corporation doesn’t pay, I will.”

Even if both promises are written in the same document, the law treats them as separate agreements. The officer is not automatically on the hook just because he or she signed the main contract on behalf of the company.

2. Statute of Frauds (N.J.S.A. 25:1‑15)

The Statute of Frauds requires certain kinds of promises to be in writing and signed to be enforceable. Among them:

• Promises to pay someone else’s debt — like a personal guaranty of a corporate obligation.

Why? Because imposing such serious liability based on oral conversations or ambiguous writings is risky. The law demands a reliable, written record that:

• identifies who is promising; and
• what exactly they are promising.

3. Strictissimi Juris

Strictissimi juris is Latin for “of the strictest law.” In this context, it means:

• Guaranty contracts are interpreted very strictly in favor of the alleged guarantor.
• If the language is unclear or reasonably doubtful, the court will likely decline to find that a personal guaranty exists.

This reflects a policy that individuals should not be held personally liable for another’s debt unless they have clearly and knowingly agreed to do so.

4. The Presumption About Corporate Agents

When a corporate officer signs “for” the corporation (a “disclosed principal”), the default rule is:

• the corporation is bound by the contract;
• the officer is not personally bound, unless the contract clearly says otherwise and the officer clearly agrees to be personally liable.

This presumption protects officers from unintended personal liability and reflects the basic idea of the corporate form: the corporation, not its managers or owners, is the primary contracting party.

5. Summary Judgment

Summary judgment is a procedure for deciding cases (or issues in cases) without a trial when:

• there is no genuine dispute of material fact, and
• the moving party is entitled to judgment as a matter of law.

In this case, the Supreme Court held that the written Credit Application was sufficiently clear in its failure to show unambiguous guaranty intent. No additional factual development could transform the ambiguous form into a clear, enforceable personal guaranty. Therefore, the question was appropriately resolved on summary judgment.

V. Conclusion

Extech Building Materials, Inc. v. E&N Construction, Inc. delivers a clear, unified framework governing personal guaranties executed in the context of corporate contracts in New Jersey. The Court:

• rejects a rigid two-signature requirement;
• insists instead on an unambiguous manifestation of intent to be personally bound as guarantor;
• identifies three concrete methods for satisfying this requirement (separate guaranty, dual signatures, or a single signature accompanied by explicit dual‑capacity language); and
• applies long-standing doctrines — including strictissimi juris and the Statute of Frauds — to construe ambiguous language against the drafter and in favor of the alleged guarantor.

For commercial actors, the decision is both a warning and a guide. Creditors who intend to secure personal guaranties must draft with precision and cannot rely on ambiguous or boilerplate clauses placed above generic signature lines. Corporate officers, conversely, gain clearer protection against unintended personal exposure — but must remain alert to documents that do, in explicit terms, seek their individual commitment.

In the broader legal landscape, Extech strengthens New Jersey’s commitment to clarity, fairness, and predictability in guaranty law. By emphasizing intent over formalism while simultaneously demanding unambiguous written evidence of that intent, the Court provides a durable and practical rule that will shape contract drafting and litigation strategy in the state’s commercial sphere for years to come.