Frederick H. Jackson III and Pamela S. Jackson - Page 18

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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                
               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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