A promise to be liable for the obligation of another person, in order to be enforceable, shall be in a writing signed by the person assuming the liability or by that person's agent. The consideration for the promise need not be stated in the writing.
N.J. Stat. Ann. § 25:1-15. The language in the above statute makes clear that the writing must be signed by the person assuming the debt, or by that person's agent. Atl. City Assocs., 2007 U.S. Dist. LEXIS 68118, at *19.
A corporate entity's outstanding account or debt may not be imposed as a liability on an officer, director, or shareholder of the corporate entity unless there is a separate and distinct guaranty, which is executed by the officer, director, or shareholder independently of any other clauses or provisions of the agreement. That is, a separate and distinct provision, with a separate and distinct signature, must exist to bind the individual officer, director, or shareholder.
Century Star Fuel Corp. v. Jaffe, No. BER-L-6045-13, 2014 N.J. Super. Unpub. LEXIS 2764, at *9 (N.J. Super. Ct. Ch. Div. Nov. 21, 2014).
(1) that the principal has manifested his consent to the exercise of such authority or has knowingly permitted the agent to assume the exercise of such authority; (2) that the third person knew of the facts and, acting in good faith, had reason to believe, and did actually believe, that the agent possessed such authority; and (3) that the third person, relying on such appearance of authority, has changed his position and will be injured or suffer loss if the act done or transaction executed by the agent does not bind the principal.
Licette Music Corp., 2009 N.J. Super. Unpub. LEXIS 1861, at *25-26 (App. Div. July 16, 2009) (internal citation omitted). "Apparent authority by which a principal is bound is only that which 'a person of ordinary prudence’ is justified in presuming from the conduct of the principal. Such authority is not expanded by the carelessness and indifference of the third party nor erected upon the misrepresentations of the agent." Wilzig v. Sisselman, 209 N.J. Super. 25, 35, 506 A.2d 1238 (App. Div. 1986) (quoting Mesce v. Automobile Ass'n of New Jersey, 8 N.J. Super. 130, 136 (App. Div. 1950). In applying the doctrine of apparent authority, the Court must look to any representations by the principal, and whether there was justified reliance on those representations by the third party. See Farmers & Merchs. Nat'l Bank v. San Clemente Fin. Grp. Sec., 174 F.R.D. 572, 579 (D.N.J. 1997). The focus is on the principal's acts and statements ; the agent's unilateral, unauthorized representations do not create apparent authority. See Wilzig, 209 N.J. Super. at 36 (emphasis added).
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