Indigo Old Corp., Inc. v. Guido

Dist. Ct. did not err in dismissing plaintiff’s complaint seeking to enforce guarantee contract based on third-party’s underlying agreement to pay plaintiff $2 million plus interest on defined schedule. While language in contract allowed plaintiff to enforce guarantee obligation without first trying to collect from third-party, contract required plaintiff to show that third-party had breached underlying contract by failing to keep its promise to pay. Thus, Dist. Ct. could properly dismiss instant case because plaintiff failed to allege that third-party owed anything to plaintiff. Ct. further noted that because instant guarantee contract, as well as underlying contract between plaintiff and third-party were executed at same time, both contracts had to be construed together.