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repayment of the loan. See Restatement 3d, Suretyship and
Guaranty, sec. 15 (1996) (Restatement). Nevertheless,
petitioner’s guarantor (suretyship) status indicates that, as
between the corporation and the petitioner, it is the corporation
which ought to perform the underlying obligation or bear the cost
of performance. See Restatement, sec. 1(c); 28 Fla. Jur. 2d
Guaranty and Suretyship, sec. 1 (1988). The guaranty agreement
does not alter our conclusion that the parties to the loans
intended to create indebtedness in the corporation, and we so
find. Indeed, the loan agreement specifically prohibits the
assumption of the resulting indebtedness “unless required by
law.”
Nevertheless, petitioners argue, there was no indebtedness
of the corporation because the corporation was thinly
capitalized, the proceeds of the loans were used to purchase
capital assets, and the corporation had no capacity to repay the
loans. We grant the first two claims. Petitioner has failed to
prove the third. Petitioner has offered no economic analysis
leading to the conclusion that, at the time of the loans, the
business of the corporation would not generate sufficient cash to
pay off the loans. Moreover, the loans were to be used to
construct productive resources and were secured by those
resources. Mr. Sunderland, vice chairman of the bank, testified
as follows: The guarantees, although a necessary condition for
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