MITSUBISHI CORPORATION v. GOLDMARK PLASTIC COMPOUNDS, INC. v. ARISTECH CHEMICAL CORPORATION; SUNOCO, INC., Third Party

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 06-4846
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MITSUBISHI CORPORATION
v.
GOLDMARK PLASTIC COMPOUNDS, INC.;
GOLDMARK PLASTICS INTERNATIONAL, INC.;
G.P.C. PLASTIC SALES CORPORATION;
STANLEY R. GOLDMARK; KENNETH GROSS,
Appellants
v.
ARISTECH CHEMICAL CORPORATION;
SUNOCO, INC.,
Third Party Defendants
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On Appeal from the United States District Court
for the Western District of Pennsylvania
(D.C. Civil 02-cv-01975)
District Judge: Honorable David Stewart Cercone
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Submitted Under Third Circuit LAR 34.1(a)
on October 23, 2008
Before: RENDELL and SMITH, Circuit Judges
POLLAK,* District Judge
(Filed: December 17, 2008)
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* Honorable Louis H. Pollak, Senior Judge of the United States District Court for the
Eastern District of Pennsylvania, sitting by designation.

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OPINION OF THE COURT
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RENDELL, Circuit Judge.
We are asked on this appeal to overturn the District Court’s conclusion that the
language of the Guarantee Agreement dated January 19, 2001 (“Guarantee Agreement”),
encompassed all obligations, rather than just future obligations, of Goldmark Plastic
Compounds Inc. to Aristech Chemical Corporation and/or Sunoco, Inc. The salient facts
are undisputed. Because we disagree with the District Court’s interpretation of the
language of the Guarantee Agreement, we will reverse and remand.
The District Court granted summary judgment against individual defendants
Kenneth Gross and Stanley Goldmark, concluding that they were personally responsible
for all obligations of related corporations by virtue of the Guarantee Agreement. The
Guarantee Agreement was given to Aristech Chemical Corporation and/or Sunoco, Inc.,
“in order to induce [them] to extend credit to Goldmark Plastic Compounds, Inc.” The
relevant language of the Guarantee Agreement reads as follows:
In order to induce you to extend credit to GOLDMARK
PLASTIC COMPOUNDS INC. (Herein “Debtor”),
concerning the purchase of products and services from you,
the undersigned hereby guarantee, jointly and severally, the
full and prompt payment to you of any indebtedness and any
other monetary liabilities and obligations of Debtor to you in
connection therewith, together with all expenses of obtaining
payment thereof or enforcing any collateral security or this

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Guarantee, including court costs and reasonable attorneys’
fees (said indebtedness, liabilities, obligations and expenses
being referred to herein as “Such Obligations”).
The District Court believed that the guarantee of “any indebtedness” “necessarily
encompassed any existing debt at the time the instrument was executed, which included
the $2.4 million promissory note that was executed on the same date.” (Apx. 33A) The
District Court also reasoned that the “continuing, absolute and unconditional Guarantee”
language reflected the intent to extend to future indebtedness as well. Thus, the District
Court concluded, “[t]hus, the language used in the instrument objectively reflects a clear
intent to guarantee both the existing and future indebtedness of Goldmark Plastics to
Aristech and/or Sunoco, which is only reinforced by the circumstances and context in
which the personal guarantee was executed.” (Apx. 34a)
Returning to the language of the Guarantee Agreement itself, we conclude that the
express terms of the Guarantee Agreement reveal an intent to include only future
obligations within the terms of the guarantee. We begin by examining the critical “hereby
guarantee” language, which states that the guarantee is given in order to induce Aristech
to “extend credit . . . concerning the purchase of products and services from you.”
The guarantee language then states that what is guaranteed is “the full and prompt
payment to you of any indebtedness and any other monetary liabilities and obligations of
debtor to you in connection therewith . . .” (Emphasis added)

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We need not address the issue as to choice of law because we believe that, under any1
applicable law, the contract terms are limited to future extensions of credit for future
purposes.
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These liabilities, together with expenses, etc., are identified and referred to as
“Such Obligations.” Thereafter, throughout the guarantee, it is clear that what is
guaranteed is “Such Obligations.”
Because the parties themselves agreed to the guarantee of liabilities in connection
with the extension of credit concerning purchase of products prospectively, we cannot
agree with the District Court that pre-existing obligations were included under the term of
“Such Obligations.”
Accordingly, we will REVERSE and REMAND for further proceedings.1
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