Max W. Forsythe, Helen H. Forsythe, E. Bush Hayden and Jean Mulliken v. D. H. Overmyer

Defendant appeals from a judgment for plaintiffs who sued to recover on a personal guaranty. Appellant Overmyer, a New York resident, was chairman of the board and sole stockholder of D. H. Overmyer, Inc. (Ohio) [hereafter Ohio, Inc.], an Ohio corporation. Ohio, Inc., in turn, was the 100% owner of D. H. Overmyer, Inc. (Oregon) [hereafter Oregon, Inc.], an Oregon corporation. Appellant also was the chairman of the board and the chief executive officer of Oregon, Inc. His guaranty of certain obligations of Oregon, Inc. was the subject of the suit.

OPINION

I.

FACTS

Plaintiffs learned from a California real estate broker that a warehouse in Oregon, owned by Oregon, Inc., was available for sale and lease back. Forsythe indicated some interest in it.

For several days, Forsythe and his attorney met with J. R. Fitzsimmons, an attorney and assistant secretary of Ohio, Inc., parent of Oregon, Inc. As a condition of the proposed purchase and lease, Forsythe insisted that Overmyer personally guarantee performance of Oregon, Inc.’s obligations as lessee. Fitzsimmons telephoned Overmyer in New York to inform him of Forsythe’s insistence on a personal guaranty. Overmyer responded by…