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The individual guaranty by Mr. Read of MMP’s installment promis-
sory note expressed in unambiguous terms an unconditional guar-
anty of Mr. Read. Consequently, under Florida law, that guaranty
is what is known as an absolute guaranty, see Mullins v. Sunshine
State Serv. Corp., 540 So. 2d 222, 223 (Fla. Dist. Ct. App.
1989); Anderson v. Trade Winds Enters. Corp., 241 So. 2d 174, 177
(Fla. Dist. Ct. App. 1970), and Mr. Read was secondarily liable
on MMP’s installment promissory note, see West Flagler Associ-
ates, Ltd. v. Dept. of Revenue for Fla., 633 So. 2d 555, 556-557
(Fla. Dist. Ct. App. 1994); Scott v. City of Tampa, 30 So. 2d
300, 302 (Fla. Dist. Ct. App. 1947).
The stock pledge agreement referred to in and attached to
the stock purchase agreement was entered into on February 5, 1986
(stock pledge agreement). The stock pledge agreement provided in
pertinent part:
WHEREAS, Pledgor [MMP] is indebted to Pledgee [Ms.
Read] in the amount of Six Hundred Thirty-Eight Thou-
sand Seven Hundred Twenty-Four and NO/100th Dollars
($638,724.00) as evidenced by that certain promissory
note from Pledgor to Pledgee dated February 5, 1986
[installment promissory note] * * * and
WHEREAS, Pledgor owns 10,482 shares of its nonvot-
ing common capital stock which it holds in its treasury
and which it has purchased from Pledgee; and
WHEREAS, Pledgor, as the owner of the above stock,
agrees that it shall be pledged to Pledgee as security
for the repayment of such indebtedness.
NOW, THEREFORE, the parties agree as follows:
1. Pledge. Pledgor hereby grants to Pledgee a
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