Jerome L. Doff v. Brunswick Corporation

Brunswick Corporation brought this diversity action to recover the unpaid balance due under certain loans by Brunswick to Transa Structures, Inc. and guaranteed by appellants Jerome and Mildred Doff. The District Court granted summary judgment on the guaranty. This appeal followed.

In March 1962 Brunswick signed a loan agreement with Transa by the terms of which Brunswick agreed to make or obtain loans for Transa up to an aggregate sum of $600,000. Brunswick arranged for over $470,000 in loans to Transa, none of which was repaid at maturity. Accordingly, it sued the Doffs as guarantors of the notes.

The Doffs contend that Transa (and through it the Doffs) has a valid defense to this action because Brunswick had breached the loan agreement by refusing to loan Transa, upon demand, sums in excess of $470,000. Brunswick rejoins that it was relieved of its obligation to loan the entire $600,000 by Transa’s prior default on certain conditions precedent to obtaining a loan. The Doffs counter with the assertion that, even if some of these conditions were not fulfilled, Transa made a demand for the $130,000 before any of Transa’s alleged defaults and thus it was Brunswick that committed…