Guarantee further provided that it would remain in effect until Ford Credit received written termination of the guarantee by registered mail.
Thereafter, the Dealer became obligated to Ford Credit pursuant to various wholesale plans and other credit facilities. On February 2, 1993, the Dealer defaulted on its obligations to Ford Credit.
On February 10, 1993, the defendants wrote a letter to Ford Credit, authorizing Ford Credit to take possession of certain items of collateral pursuant to various security agreements. The letter also acknowledged that defendants were guarantors on the indebtedness of the Dealer and that nothing therein modified or discharged their obligations pursuant to the Guarantee.
As a defense to the enforcement of the Guarantee, defendants contend that on July 3, 1990, a Ford Credit employee, Margaret Spadara, advised Donald Miller that no personal guaranties existed. Defendants also contend that they never received copies of the Guarantee and that Ford Credit never mentioned the Guarantee until 1993.
A. Standard For Summary Judgment
The standard for summary judgment is well-settled. A party seeking summary judgment must demonstrate that "there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). The moving party bears the initial burden of "informing the . . . court of the basis for its motion, and identifying those portions of 'the pleadings, depositions, answers to interrogatories, and admissions on file, together with affidavits, if any,' which it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323, 91 L. Ed. 2d 265, 106 S. Ct. 2548 (1986) (quoting Fed. R. Civ. P. 56(c)). The initial burden is to demonstrate "that there is an absence of evidence to support the nonmoving party's case." Id. at 325.
The nonmoving party may defeat the summary judgment motion by producing sufficient evidence to establish a genuine issue of material fact for trial. See id. at 322. The test for existence of a genuine dispute is whether a reasonable juror could find for the nonmoving party; that is, whether the nonmovant's case, if proved at trial, would be sufficient to survive a motion for judgment as a matter of law. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250-51, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986).
In ruling on a motion for summary judgment, a court is required to resolve all ambiguities and draw all reasonable inferences in favor of the nonmoving party. See Donahue v. Windsor Locks Bd. of Fire Comm'rs., 834 F.2d 54, 57 (2d Cir. 1987). The nonmoving party, however, "must do more than simply show that there is some metaphysical doubt as to material facts." Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586, 89 L. Ed. 2d 538, 106 S. Ct. 1348 (1986). Indeed, the nonmoving party's opposition may not rest on mere allegations or denials of the moving party's pleading, but "must set forth specific facts showing that there is a genuine issue for trial." Fed. R. Civ. P. 56(e). "The non-movant cannot escape summary judgment merely by vaguely asserting the existence of some unspecified disputed material facts, or defeat the motion through mere speculation or conjecture." Western World Ins. Co. v. Stack Oil, Inc., 922 F.2d 118, 121 (2d Cir. 1990) (citations and quotations omitted).
It is with the foregoing standards in mind that the Court addresses the issues presented.
B. Defendant Donald Miller
Initially, the Court must address a matter of local procedure relating to defendant Donald Miller ("Donald"). In opposing summary judgment, Donald has submitted only his own affidavit. He did not submit, as required by the Local Rules of the Northern District, either a Rule 7.1(f) statement or a memorandum of law. See Local Rules 7.1(c) & 7.1(f) of the Northern District of New York. Local Rule 7.1(b)(3) provides that in such instances, the party is deemed by the Court to consent to the granting of the motion, unless good cause is shown why these papers were not filed. Because Donald provides no explanation to the Court for his failure to file the required papers, Ford Credit's motion for summary judgment against Donald is granted in its entirety.
See Cossack v. Burns, 970 F. Supp. 108, 111 (N.D.N.Y. 1997).
C. Defendants Wendell Miller and Madeleine Miller
It is not disputed that defendants executed a Guarantee to Ford Credit, whereby defendants jointly and severally agreed to assume the obligations of the Dealer in the event of the Dealer's default. The Dealer defaulted on its obligations to Ford Credit in February 1993, and Ford Credit instituted the instant action to recover upon the Guarantee. The question before the Court is thus whether the Guarantee is enforceable.
New York courts recognize the enforceability of guarantee agreements. See, e.g., Apple Bank for Savings v. Aries Striping, Inc., 240 A.D.2d 524, 658 N.Y.S.2d 682, 683 (2d Dep't), modified on other grounds, N.Y.S.2d (2d Dep't 1997); General Elec. Capital Corp. v. A-Drive Corp., 233 A.D.2d 365, 650 N.Y.S.2d 583, 583 (2d Dep't 1996). When, as here, a plaintiff establishes both the existence of a guarantee and the default and nonpayment by the debtor, plaintiff is entitled to judgment. Ihmels v. Kahn, 126 A.D.2d 701, 511 N.Y.S.2d 306 (2d Dep't 1987).
Defendants urge the Court not to enforce the instant Guarantee, however, relying on the doctrines of unconscionability and equitable estoppel as defenses. Neither doctrine applies to this case.
"The doctrine of unconscionability, which is based on public policy considerations, has been defined as contractual overreaching, imposition, oppressiveness, or patent unfairness." 22 N.Y. JUR. 2d Contracts § 156, at 192 (1996). The doctrine applies to those instances where a contract's terms are oppressive to one party (i.e., substantive unconscionability) or when a contract results from an unequal bargaining process (i.e., procedural unconscionability). Sablosky v. Edward S. Gordon Co., Inc., 73 N.Y.2d 133, 138, 538 N.Y.S.2d 513, 535 N.E.2d 643 (1989); People v. Two Wheel Corp., 71 N.Y.2d 693, 699, 530 N.Y.S.2d 46, 525 N.E.2d 692 (1988).
In the present case, defendants state their defense of unconscionability as follows:
It is claimed that in this case that the plaintiff's silence on the existence of a guaranty, its negative answers when asked if such a document existed and the long, silent period of time between its alleged execution and the attempted enforcement deprived the [defendants] of their right to terminate the alleged obligation.