[Cite as Great Lakes Petroleum Co., Inc. v. JBI Scrap Processors, Inc., 2024-Ohio-2451.]

COURT OF APPEALS OF OHIO

EIGHTH APPELLATE DISTRICT

COUNTY OF CUYAHOGA

GREAT LAKES PETROLEUM :

CO., INC.,

:

Plaintiff-Appellant, No. 113410

:

v.

:

JBI SCRAP PROCESSORS, INC. ET AL.,

:

Defendants-Appellees.

JOURNAL ENTRY AND OPINION

JUDGMENT: AFFIRMED

RELEASED AND JOURNALIZED: June 27, 2024

Civil Appeal from the Cuyahoga County Common Pleas Court

Case No. CV-23-975450

Appearances:

David G. Finley, for appellant. 

Thomas L. Colaluca, for appellee. 

MICHELLE J. SHEEHAN, J.:

Plaintiff-appellant, Great Lakes Petroleum Co., Inc. (“GLP”), appeals 

the trial court’s judgment dismissing its claim against defendant-appellee, Joseph 

Immormino, pursuant to Civ.R. 12(B)(6). In its sole assignment of error, GLP 
contends that the trial court committed reversible error when it granted 

Immormino’s motion and dismissed GLP’s claims against him. After review, we 

agree with the trial court that Immormino did not personally guarantee payment to 

GLP. We therefore affirm the trial court’s judgment. 

I. Procedural History

In February 2023, GLP filed a complaint against JBI Scrap 

Processors, Inc. (“JBI”) and Immormino, alleging that they owed GLP $218,709.93 

on its account with GLP. GLP further alleged that defendants were unjustly 

enriched in the amount of $218,709.93 and that Immormino had personally 

guaranteed payment on the account. GLP attached a statement to its complaint 

from GLP to JBI showing a “balance due” of $218,709.93. GLP also attached a credit 

application from JBI to GLP that Immormino had signed as vice president of JBI on 

March 12, 2021. 

Immormino moved to dismiss GLP’s claim against him, arguing that 

he did not personally guarantee payment on the credit application. 

GLP moved for default judgment against JBI. 

The trial court granted Immormino’s motion to dismiss GLP’s claim 

against him and granted GLP’s motion for default judgment against JBI in the 

amount of $218,709.83, plus interest at 18% per annum from the date of judgment. 

GLP now appeals from the trial court’s judgment dismissing Immormino from the 

case. 
II. Civ.R. 12(B)(6)

A Civ.R. 12(B)(6) motion to dismiss for failure to state a claim tests 

the sufficiency of a complaint. Volbers-Klarich v. Middletown Mgt., Inc., 2010-

Ohio-2057, ¶ 11. When reviewing a Civ.R. 12(B)(6) motion to dismiss, we must 

accept the material allegations of the complaint as true and make all reasonable 

inferences in favor of the plaintiff. Johnson v. Microsoft Corp., 2005-Ohio-4985, 

¶ 6. For a defendant to prevail on the motion, it must appear from the face of the 

complaint that the plaintiff can prove no set of facts that would justify a court in 

granting relief. O’Brien v. Univ. Comm. Tenants Union, Inc., 42 Ohio St.2d 242, 24

(1975). 

When determining whether a Civ.R. 12(6) motion should be granted, 

a court may look only to “‘the four corners of the complaint.’” Dabney v. Metro 

Appraisal Group, Inc., 2018-Ohio-4601, ¶ 15 (8th Dist.), quoting Bandy v. 

Cuyahoga Cty., 2018-Ohio-3679 (8th Dist.). However, documents that are properly 

incorporated into the complaint may be considered in conducting a Civ.R. 12(B)(6) 

analysis. A “written instrument attached to a pleading becomes part of the 

pleading.” Civ.R. 10(C). A written instrument “has primarily been interpreted to 

include documents that evidence the parties’ rights and obligations, such as 

negotiable instruments, ‘insurance policies, leases, deeds, promissory notes, and 

contracts.’” Leneghan v. Husted, 2018-Ohio-3361, ¶ 17, quoting Inskeep v. Burton, 

2008-Ohio-1982, ¶ 17 (2d Dist.).
We review an order dismissing a complaint for failure to state a claim 

for relief de novo. Perrysburg Twp. v. Rossford, 2004-Ohio-4362, ¶ 5, citing 

Cincinnati v. Beretta U.S.A. Corp., 2002-Ohio-2480. 

III. Personal Liability

In its sole assignment of error, GLP argues that the trial court erred 

when it granted Immormino’s motion to dismiss GLP’s claims against him in his 

individual capacity. 

A guaranty is a promise by one person to pay the debts of another. 

Kauffman Family Trust v. Keehan, 2013-Ohio-2707, ¶ 8 (8th Dist.), citing Valspar 

Corp. v. Nguyen, 2012-Ohio-2710, ¶ 15 (5th Dist.). Ordinarily, an officer of a 

corporation is not personally liable on contracts for which his corporate principal is 

liable. J.D.S. Props. v. Walsh, 2009-Ohio-367, ¶ 13 (8th Dist.). “However, if a 

corporate officer executes an agreement in a way that indicates personal liability, 

then that officer is personally liable regardless of his intention.” Spicer v. James, 21 

Ohio App.3d 222, 223 (2d Dist. 1985); see also J.D.S. Props. at ¶ 13. “Whether a 

note has been executed by a party in his [or her] individual or representative 

capacity, is a question to be determined from the consideration of the whole 

instrument.” Ohio Carpenters’ Fringe Benefit Fund v. Krulak, 2008-Ohio-220, 

¶ 40 (8th Dist.,), citing Aungst v. Creque, 72 Ohio St. 551, 555 (1905).

Courts construe a guaranty in the same manner as a contract. 

Kauffman Family Trust at ¶ 8, citing G.F. Business Equip., Inc. v. Liston, 7 Ohio 
App.3d 223, 224 (10th Dist.1982). In interpreting contracts, the court’s role is “to 

give effect to the intent of the parties to the agreement.” Westfield Ins. Co. v. Galatis,

2003-Ohio-5849, ¶ 11, citing Hamilton Ins. Servs. v. Nationwide Ins. Cos., 86 Ohio 

St.3d 270, 273, (1999). Where the contract terms are clear and unambiguous, we 

must determine the parties’ rights and obligations from the plain language of the 

contract. Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 Ohio St.3d 51, 53

(1989). The interpretation of a written contract is a matter of law. Saunders v. 

Mortensen, 2004-Ohio-24, ¶ 9.

Unambiguous Language of the Guaranty

GLP first argues that the trial court erred as a matter of law when it 

dismissed GLP’s claims against Immormino because the language of the guaranty 

unambiguously bound Immormino as the guarantor of JBI’s debts. GLP maintains 

that it does not matter how Immormino signed the document — specifically, that 

Immormino included his title, Vice President — because courts have held that the 

form of a signature is no bar to relief where the guaranty is otherwise unambiguous. 

Both GLP and Immormino refer to the credit application as a 

commercial contract. GLP’s credit application is a preprinted form, which asks the 

company seeking credit to complete the form by answering questions on the form 

and providing information on blank lines on the form. On the first page of GLP’s 

credit application, JBI listed its company name as “JBI Scrap Processors” and 
checked a box that stated it was seeking credit from GLP. JBI further provided 

information that it is a corporation and its “nature of business” is recycling.

On the second page of GLP’s credit application, GLP’s requested JBI’s 

“banking and trade references,” as well as its “major stockholders, officers, or 

owners along with address and Social Security Number.” JBI provided its banking 

information and listed Ivette Immormino as the company’s only major stockholder, 

officer, or owner. Following this section, GLP’s credit application states: 

I AUTHORIZE GREAT LAKES PETROLEUM CO. AND/OR 

NORTHEAST LUBRICANTS, LTD. TO CONTACT THE ABOVE 

BANKS AND TRADE REFERENCES TO OBTAIN INFORMATION. I 

UNDERSTAND TERMS FOR PAYMENT ARE NET 10 DAYS FOR 

TRANSPORT LOADS, NET 30 DAYS FOR ALL TANKWAGON LOADS 

AND NET 30 DAYS FOR LUBRICANT DELIVERIES UNLESS 

OTHERWISE SPECIFIED IN WRITING. ALL ACCOUNTS NOT PAID 

WITHIN TERMS ARE PAST DUE AND ARE SUBJECT TO A 1.5% PER 

MONTH FINANCE CHARGE (18% PER ANNUM) SUBJECT TO 

CHANGE WITHOUT NOTICE. ALL DELINQUENT ACCOUNTS MAY 

BE SUBJECT TO COLLECTION PROCEDURES. APPLICANT 

AGREES TO PAY UPON DEMAND TO GREAT LAKES PETROLEUM 

CO. AND/OR NORTHEAST LUBRICANTS, LTD., THE COSTS AND 

EXPENSES OF COLLECTION OF AMOUNTS PAST DUE, 

INCLUDING FINANCE CHARGES, LEGAL EXPENSES, AND 

ATTORNEY FEES. AUTHORIZED SIGNER AGREES TO ANY 

ACCOMPANYING TERMS AND CONDITIONS OF SALE. IN ANY 

DISPUTE, THE APPLICANT CONSENTS TO THE EXCLUSIVE 

JURISDICTION OF, IN THE SOLE DISCRETION OF GREAT LAKES 

PETROLEUM CO. AND/OR NORTHEAST LUBRICANTS, LTD., THE 

STATE COURTS OF EITHER CUYAHOGA COUNTY, OHIO, 

MECKLENBURG COUNTY, NC OR GWINNETT COUNTY, GA. THE 

UNDERSIGNED UNCONDITIONALLY GUARANTEES THE FULL 

AND TIMELY PAYMENT WHEN DUE OF ALL THE OBLIGATIONS 

OF THE ABOVE-REFERENCE APPLICANT COMPANY DUE AND 

OWING TO GREAT LAKES PETROLEUM CO. AND/OR 

NORTHEAST LUBRICANTS, LTD.
(Emphasis added to highlight the guaranty provision at issue in this case.) 

Below this paragraph is the signature line. Authorized Signature, 

Title, Printed Name, and Date appear to be preprinted on GLP’s credit application. 

The completed application states as follows:

Authorized Signature: [Immormino’s signature] Title: Vice President

Printed Name: Joseph Immormino Date: 03/12/2021

In support of its argument that Immormino is personally liable on 

JBI’s account because the plain language of the guaranty unambiguously states that 

the person signing the agreement would be personally liable, GLP cites to Starlion 

Electronics Distrib., L.L.C. v. Zoran Med., L.L.C., 2023-Ohio-2876 (8th Dist.). In 

Starlion, the parties had entered into a settlement agreement whereby Zoran 

Medical (“Zoran”) agreed to refund over $400,000 to Starlion Electronics 

Distribution (“Starlion”). The settlement agreement included the following 

guaranty provision: 

PERSONAL GUARANTEE: The representative for the Seller, Yin Lin, 

personally and individually guarantees unconditionally full and 

prompt payment of past, present and future obligations under this 

Agreement for the Applicant and any successor in interest, corporate 

or non-corporate, in the Applicant’s business.

Id. at ¶ 14.

Lin signed the agreement “for Zoran Medical L.L.C.” Id. at ¶ 5. Below 

her signature, there is language stating that Lin signed in her capacity as “partner”
of Zoran. Id. After Zoran breached the settlement agreement, Starlion filed a 

complaint against Zoran and Lin. The trial court found that Zoran and Lin were 

jointly and severally liable to Starlion for breach of the agreement. Id. at ¶ 8. In 

affirming the trial court, this court explained that 

the plain and unambiguous language of the contract evidences a clear 

intent to hold Lin individually liable on the personal guaranty. The 

contract plainly states: “The representative for the Seller, Yin Lin, 

personally and individually guarantees unconditionally full and 

prompt payment of past, present and future obligations due under this 

agreement[.]” To conclude that the title “partner” on the signature line 

precludes a finding of individual liability for the personal guaranty 

would invalidate a clear and unambiguous term of the parties’ contract. 

The terms of the contract are clear, and the fact that Lin signed the 

agreement as a “partner” does not render the personal guaranty 

ambiguous.

Id. at ¶ 18. 

We disagree with GLP that Starlion supports its position that the 

guaranty in this case clearly and unambiguously imposed personal liability on the 

person signing the agreement. The guaranty in Starlion is prefaced by the words, 

“PERSONAL GUARANTEE,” which are all in capital letters. Id. at ¶ 4. The guaranty 

in Starlion then “plainly states: ‘The representative for the Seller, Yin Lin, personally 

and individually guarantees unconditionally full and prompt payment of past, 

present and future obligations due under this agreement[.]’” Id. at ¶ 18. Unlike the 

guaranty in Starlion, however, the guaranty here does not contain any language 

indicating that the person signing the agreement would be personally guaranteeing 

the debt of the principal.
GLP cites to several other cases for this same proposition, i.e., that the 

language of the guaranty clearly and unambiguously established that the person 

signing the agreement was personally guaranteeing the debt. But again, each of 

these cases is distinguishable from the present case for the same reason Starlion, 

2023-Ohio-2876 (8th Dist.), is, namely, that the guaranty contained language 

explicitly stating that the person signing the agreement would be personally 

guaranteeing the debt. See Amerisourcebergen Drug. Corp. v. Hallmark 

Pharmacies, Inc., 2006-Ohio-2746, ¶ 2 (10th Dist.) (guaranty stated that the 

undersigned “personally and unconditionally guarantees each and every obligation”

of the applicant); Wells Fargo Bank, NA v. WSW Franchising, Inc., 

2009-Ohio-3845, ¶ 11 (10th Dist.) (“the signer(s) . . . in their individual capacities 

jointly and severally unconditionally guarantee and promise to pay upon demand to 

Bank, all indebtedness of the company named above”); Wholesale Builders Supply 

v. Green-Source Dev., L.L.C., 2013-Ohio-5129, ¶ 2 (8th Dist.) (“by signing this 

agreement you are both personally and corporately liable for the total of 

purchases”). Again, the guaranty in this case does not state that the signer would be 

personally responsible for the company’s debt. 

GLP further points to other factors that it claims establish that the 

guarantee unambiguously imposed personal liability on the signer. GLP claims that 

because it asked for social security numbers of all major principals of the company 

on the application, the signer was on notice that GLP intended to impose personal 
responsibility for the debt. GLP also argues that because the paragraph in which the 

guaranty is found begins with “representations in the first person,” it clearly meant 

the signer would be taking personal responsibility for the business applicant. 

Finally, GLP contends that the language “clearly creates an obligation to pay the debt 

of another.” GLP does not cite to any cases to support these arguments. We disagree 

that these factors indicate that the signer would be personally liable for the applicant 

company’s debt. 

We therefore disagree with GLP that the guaranty in its credit 

application clearly and unambiguously imposed liability on Immormino. Indeed, 

“[w]hether a note has been executed by a party in his individual or representative 

capacity, is a question to be determined from the consideration of the whole 

instrument.” Ohio Carpenters’ Fringe Benefit Fund, 2008-Ohio-220, at ¶ 40 (8th 

Dist.), citing Aungst, 72 Ohio St. at 555. 

Form of Signature

GLP further argues that the form of Immormino’s signature failed “to 

indicate an exclusively representative capacity.” Specifically, GLP maintains that by 

merely adding his title, Vice President, without specifically referencing the principal 

for which he was signing as an agent, Immormino cannot avoid personal liability. 

In support of this argument, GLP cites to George Ballas Leasing, Inc. 

v. State Sec. Serv., Inc., 1991 Ohio App. LEXIS 6346 (6th Dist. Dec. 31, 1991). GLP 

claims that Immormino’s signature failed to pass the George Ballas three-pronged 
test, which was used by the Sixth District to determine whether an individual was 

acting as an agent. 

In George Ballas, State Security Service entered into a commercial 

lease agreement with George Ballas Leasing. The lease agreement contained a 

section captioned, “Guarantee of Performance,” which stated, “the undersigned 

absolutely and unconditionally guarantees the * * * performance of all the conditions 

* * * contained in the hereinabove lease agreement[.]” Id. at 2. The president of 

State Security Service signed the guaranty as “Donald Johnson, President.” Id. at 3. 

The Sixth District was asked to determine whether Johnson, by affixing his 

corporate title to his signature, expressed an unambiguous intention to bind the 

corporation of which he was an agent or bind himself individually. Id. at 4. 

The Sixth District explained in George Ballas that “[w]hether a 

corporate officer has effectively indicated that his signature is not indicative of his 

individual obligation depends upon the form of the promise and the form of the 

signature.” Id. at 5, citing Spicer, 21 Ohio App.3d 222, 487 N.E.2d 353. The court 

explained that “the analysis of the form of the promise involves an examination of 

the consistency of the language of the body of the agreement with the gender and 

tense of the signature. Inconsistency in this respect demands further inquiry.” Id. 

at 5-6. With respect to “form of signature,” the court stated: 

The signature itself represents a clear indication that the signator is 

acting as an agent if[:] (1) the name of the principal is disclosed, (2) the 

signature is preceded by words of agency such as “by” or “per” or “on 
behalf of”, and (3) the signature is followed by the title which represents 

the capacity in which the signator is executing the document, e.g., 

“Pres.” or “V.P.” or “Agent.”

Id. at 6. 

In analyzing the guaranty in George Ballas, 1991 Ohio App. LEXIS 

6346, the court explained that “the language of the ‘Guarantee of Performance’

clause consist[ed] of standard preprinted text which is both gender and tense 

neutral; therefore, there [could] be no inconsistency between the form of the 

promise and the signature.” Id. at 6-7. The court further noted that “[t]he signature 

itself follow[ed] the preprinted word ‘by’ and [was] followed by the word 

‘president.’” Id. at 7. And “[t]he corporation of which appellee Johnson [was] 

president [was] typed both on the document’s face and immediately below the 

lessee’s signature line on the back page.” Id. The court concluded that the subject 

agreement did not express an intent to hold the president personally liable, 

explaining “that there was no ambiguity as to what entity was the principal herein, 

that there was no inconsistency between the language of the guaranty clause and the 

signature, and that appellee Johnson satisfied the formality required to show his 

intention to be only a signatory as agent of another.” Id. at 7-8. 

Just as in George Ballas, the guaranty here did not identify the 

guarantor by name. Instead, the guarantor is identified as “the undersigned.” The 

credit application then states, “Authorized Signature:” and provided a blank space 

for a signature. Beside “Authorized Signature,” the application’s preprinted form 
states, “Title:”, and then another blank space is provided for the signer to complete. 

Underneath “Authorized Signature,” the credit application states, “Printed Name:”

and “Date:”, both with blank spaces provided beside them. 

Although Immormino’s signature is not preceded by words of agency 

such as “by” or “per” or “on behalf of,” it is preceded by the words “Authorized 

Signature.” The words “Authorized Signature” do not indicate that GLP intended to 

hold the “authorized” signer personally liable. Rather, “Authorized Signature”

indicates that GLP intended for someone who was authorized by JBI to execute the 

credit application to bind JBI to the terms of the application. See Fuller & Assocs. 

v. Heil Windermere Moving & Storage Co., 2005-Ohio-2599, ¶ 25 (5th Dist.) (Court 

found “the phrase ‘authorized signature’ coupled with the disclosed principal’s name 

[was] a clear indication Kubec signed as the agent of the prospective buyer group.”). 

Furthermore, Immormino’s signature is followed by his title, “Vice 

President.” Although Immormino did not include the principal by his signature, the 

principal is clearly identified on the face of the contract, just as in George Ballas. 

We therefore conclude, as the Sixth District did in George Ballas, 1991 Ohio App. 

LEXIS 6346, that Immormino satisfied the formality required to show that he 

intended to sign as an agent of JBI rather than be personally liable for JBI’s debts. 

Again, we look to the entire contract to determine the intent of the parties. And in 

looking at the contract as a whole in this case, we conclude that the trial court did 

not err when it granted Immormino’s motion to dismiss GLP’s claims against him. 
Parol Evidence

GLP alternatively argues that if Immormino’s “signature is deemed to 

have created an ambiguity about whether [he] signed solely as a representative of 

JBI,” then Civ.R. 12(B)(6) was not appropriate because it would be entitled to prove 

its case by parol evidence. We did not, however, determine that the contract was 

ambiguous. Therefore, we do not need to address this argument. 

Judgment affirmed. 

It is ordered that appellee recover from appellant the costs herein taxed.

The court finds there were reasonable grounds for this appeal.

It is ordered that a special mandate issue out of this court directing the 

common pleas court to carry this judgment into execution. The defendant’s 

conviction having been affirmed, any bail pending is terminated. Case remanded to 

the trial court for execution of sentence.

A certified copy of this entry shall constitute the mandate pursuant to Rule 27 

of the Rules of Appellate Procedure.

____________________________

MICHELLE J. SHEEHAN, JUDGE

EILEEN A. GALLAGHER, P.J., and 

MARY EILEEN KILBANE, J., CONCUR