The Supreme Court has issued one opinion, involving a guaranty of indebtedness, and the Appellate Division one published ruling, under the Victim's Assistance and Survivor Protection Act, N.J.S.A. 2C:14-13 to -21 (“VASPA”). Here’s what they were about.
Extech Building Materials, Inc. v. E&N Construction, Inc., ___ N.J. ___ (2025). The outset of Justice Fasciale’s opinion for a unanimous Supreme Court in this case, which applied de novo review, well summarized the background, the issue, and the result in this case. This is what he wrote:
“In this appeal, the parties dispute whether a corporate representative who executed an underlying contract that obligated the company to pay for building materials also agreed, in that same document, to personally guarantee the supplier payment for the company’s indebtedness. The primary issue is whether a single signature in a single agreement in which the signer binds a company as the principal debtor can simultaneously bind the signer in their personal capacity as guarantor.
We hold that a valid personal guaranty of a company’s indebtedness requires the signer to unambiguously manifest their intent to be personally bound. There are multiple ways a corporate representative can unambiguously manifest an intent to personally guarantee an underlying agreement. The representative may (1) execute a separate personal guaranty agreement; (2) sign the underlying agreement once as a corporate representative and again individually; or (3) sign the underlying agreement a single time, provided that the agreement explicitly states their single signature binds both the company and the representative individually.
We conclude that defendant Joaquim G. Ferreira did not unambiguously manifest an intent to personally guarantee the underlying corporate agreement. We therefore reverse the Appellate Division’s judgment and reinstate summary judgment in Ferriera’s favor.”
Justice Fasciale emphasized that guaranties, like other contracts, are interpreted based on the objective intent of the parties. Citing cases dating back as far as 1812, he also noted that “the maxim strictissimi juris [“according to the strictest interpretation of the law”] applies to interpreting guaranties.” Thus, Justice Fasciale said, “the signer’s intent that is dispositive, not the signature’s technical form; technical form is instructive only insofar as it allows courts to discern the requisite intent.” On the facts of this case, Ferreira did not manifest an intent to personally guaranty the indebtedness in any of three ways quoted above.
A.C. v. R.S., ___ N.J. Super. ___ (App. Div. 2025). Judge Mawla’s opinion for the Appellate Division reversed a final protective order entered in favor of plaintiff and against defendant. There were a number of issues that the opinion had to resolve.
Judge Mawla reversed the trial judge’s finding that defendant had violated VASPA by engaging in lewdness. “The facts do not establish defendant engaged in any conduct that would be considered an ‘exposing of the genitals for the purpose of arousing or gratifying’ defendant’s, or any other person’s, sexual desire [as VASPA requires]. At best, defendant was bragging about her sexual prowess” in text messages she sent to plaintiff that formed the basis for the VASPA case.
In a lengthy discussion of the different types of text messages and the Legislature’s intent in enacting VASPA, Judge Mawla rejected defendant’s argument that “a text message cannot be considered an online communication under VASPA.” The focus then turned to defendant’s threat to go to plaintiff’s current and former employer and tell them about plaintiff’s relationship with defendant’s husband. But that “did not qualify as cyber-harassment because it did not threaten to inflict any injury or harm, let alone threaten to commit a crime, affecting plaintiff's job.” The panel distinguished a prior case where a party threatened to communicate with employers “by providing them with false or illicit information injurious to plaintiff.” That did not happen here, as there was “neither a crime nor the sort of injury VASPA intended to prevent.”
