Reading the Signature Pages in a South Carolina MCA Case

The answer is usually on two pages, not in anyone's memory

Ask a South Carolina owner whether they personally guaranteed their merchant cash advance and the honest answer is often "I do not think so". Ask to see the signature pages and the answer frequently changes.

That is not evasiveness. Taking an advance is a single administrative experience — a stack of pages, a few minutes, often a portal. What the document records is two separate legal acts, and they are only a few lines apart.

Two signatures, two capacities

The company's signature. Somewhere there is a block naming the business, with a line for an authorised person — a member, a manager, an officer. A signature there binds the company to the advance agreement.

The guarantor's signature. Somewhere else, usually under a heading containing the word guaranty or guarantee, there is a block naming an individual. A signature there creates a personal obligation.

An owner who signs both has done two things: committed the business, and committed themselves. The experience was one signing. The consequence is two defendants.

How to read the pages

Work through the executed copy and note, for each signature you find:

1. What is printed above or below the line. A company name and a title points one way; a personal name points the other.
2. What heading the block sits under. Guaranty blocks are usually labelled.
3. Whether a title was filled in. "Member" or "Manager" next to a name is a capacity statement.
4. Whether anything is blank. An unexecuted guaranty block is a fact worth noticing.

That exercise takes ten minutes and resolves the question most owners have been carrying around as an anxiety.

Two copies, and they may differ

This is worth doing properly.

The copy in your files may be the version you were sent, or a partially completed set, or the form before execution. The copy that matters is the executed one the funder relies on — which will normally be annexed to the complaint.

Get both and compare them. Not because anything improper is being suggested; simply because the document the claim rests on is the one to read, and businesses commonly hold a different version from the one in the court file.

Why it goes to a New York court either way

GOL § 5-1401 permits parties to choose New York law for transactions covering at least $250,000 whether or not otherwise connected to the state, and these agreements choose New York as a matter of routine, with a New York forum alongside it. So the guaranty is construed under New York law in a New York court.

The company's service, if it is a limited liability company, runs through CPLR § 311-a — delivery to a member where management is vested in members, to a manager where it is vested in managers, to another agent authorised by appointment, or to another person designated to receive process. The individual is served as an individual.

And each of you appears separately

CPLR § 320 gives each defendant twenty days from service of the summons to appear — answer, notice of appearance, or a motion extending the time to answer — with longer periods in defined circumstances including particular methods of service.

So the signature analysis has a deadline attached to it. Establishing that a guaranty was signed, or that it was not, is work to be done while an appearance is being filed rather than instead of filing one.

What to do first, from South Carolina

1. Find every signature in the document and write down what each one sits under.
2. Note the capacity stated next to each name.
3. Get the executed copy annexed to the complaint and compare.
4. Appear for every named defendant while that is being worked out.

How an MCA lawsuit is defended covers the case, and a restrained account covers enforcement.