Yes. If a personal guaranty names the wrong company, a judge can correct it to match what everyone actually agreed, and the person who signed it can be held to pay. Here the Appeals Court upheld a judgment holding a business owner personally liable for his company’s unpaid commercial rent, even though the guaranty page still named an older, dissolved company. This is an unpublished Appeals Court decision under Rule 23.0, which courts may cite as persuasive but not as binding precedent.
What happened
A landlord negotiated a lease of space in its Middleton youth sports facility with a company co-owned by two business partners. The landlord required both partners to sign personal guaranties. In June 2019, the state dissolved the first company, and the partners formed a new corporation to be the tenant. The lease was edited to name the new corporation, but the guaranty page, which sat inside the lease, still named the old company. The new tenant moved in, later fell behind on rent, and the landlord ended the tenancy for nonpayment and sued to collect, including from one partner on his guaranty.
What the court decided
The Appeals Court affirmed in Essex Sports Center, LLC v. NeuroSport CPT, Inc., No. 24-P-1357 (Mass. App. Ct. November 21, 2025) (Rule 23.0 decision). After a trial without a jury, the Superior Court judge had reformed the guaranty to name the new corporation and entered judgment against the guarantor for $97,944.84, the unpaid rent less what the landlord collected from a later tenant.
Mutual mistake. A judge may reform a written agreement when the words the parties used do not reflect what they truly intended. Mickelson v. Barnet, 390 Mass. 786 (1984). Reformation for mutual mistake requires that both sides shared the mistake. Berman v. Sandler, 379 Mass. 506 (1980). The guarantor argued the error was the landlord’s alone and that he thought he was guaranteeing the old company.
The trial judge did not believe him, and the Appeals Court deferred to that finding. The guaranty was not a separate document. It was on page ten of the new tenant’s seventeen page lease. When the guarantor was later pushed out of the new company, he asked the landlord to take him off the lease, which showed he understood he was on the hook. When the landlord said no and called him a guarantor, he did not object. The old company was already defunct when he signed, and was not the subject of any lease. The judge also had reasons to doubt his credibility, including an affidavit he admitted signing without reading carefully that contained false statements.
Statute of Frauds. The guarantor also argued that the Statute of Frauds barred the claim. That statute, G.L. c. 259, § 1, says a promise to pay another’s debt must be in writing and signed. He said he never signed a writing guaranteeing the new corporation. The court rejected the argument. The Statute of Frauds does not prevent a court from reforming a lease to correct a mutual mistake. American Oil Co. v. Cherubini, 351 Mass. 581 (1967).
What this means for you
If you own a small business and sign a commercial lease, this case is a warning. A personal guaranty puts your own money behind your company’s rent. A clerical mistake on the guaranty page will not necessarily save you if the evidence shows everyone understood you were guaranteeing the real tenant.
Leaving the company did not end the guaranty here either. The guarantor was cut out of the business soon after the tenant moved in, asked to be released, and was refused. The court still held him to the guaranty for the tenant’s unpaid rent.
Credibility matters. The outcome turned on what the trial judge believed about what the parties intended. Testimony that conflicts with the documents, or a careless sworn statement, can sink a defense.
For landlords and tenants alike, the lesson is to make sure every page of a lease, including any guaranty, names the right entity before anyone signs.
What to do now
- Before you sign a commercial lease, read every page, including any guaranty, and confirm each names the correct tenant entity.
- If you are asked to personally guarantee a lease, negotiate limits, such as a cap on the amount or an end date.
- If you leave the business, ask the landlord in writing for a signed release. Without one, assume you are still liable.
- Keep copies of the signed lease and all emails about who is the tenant and who is guaranteeing it.
- If you are sued on a guaranty, get legal advice early. Defenses based on mistake or the Statute of Frauds depend on the facts.
If this is your situation, call Doubleday Law at (617) 575-2006 or tell us what happened. These cases move on short deadlines.
Prior results do not guarantee a similar outcome.
