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Wilson Court Limited Partnership v. Tony Maroni''s Inc.

August 19, 1996

WILSON COURT LIMITED PARTNERSHIP, A WASHINGTON LIMITED PARTNERSHIP, RESPONDENT,
v.
TONY MARONI'S, INC., A WASHINGTON CORPORATION; M & R FOODS, INC., A WASHINGTON CORPORATION, AND ANTHONY L. RIVIERA AND JANE DOE RIVIERA, HUSBAND AND WIFE, APPELLANTS.



Superior Court County: King. Superior Court Cause No: 94-2-13604-6. Date filed in Superior Court: September 22, 1994 and May 18, 1995. Superior Court Judge Signing: Deborah Fleck.

Written by: Baker, C.j. Concurred by: Kennedy, A.c.j. Coleman, J.

The opinion of the court was delivered by: Baker

BAKER, C.J. - Anthony Riviera appeals a summary judgment finding him personally liable on a guaranty even though he added the title "President" to his signature. Wilson Court Limited Partnership rented commercial space to Riviera's company and asked him to sign a guaranty of the company's lease. The guaranty did not indicate who was to be bound. We must determine whether the parties intended to personally bind Riviera. We affirm, holding that while the document and signature are ambiguous, the purposes and circumstances surrounding the guaranty can only lead to the Conclusion that the parties intended to bind Riviera personally.

FACTS

Riviera is president of Tony Maroni's, Inc., a pizza franchise. Tony Maroni's entered into a five year lease agreement with lessor Wilson Court Limited Partnership. Riviera signed a guaranty of Tony Maroni's full performance under the lease, but added the title "President" after his signature. The guaranty did not indicate whether the signer was obligating himself or the company he represented, referring to the guarantor only as "the undersigned":

The undersigned hereby guarantees to the Landlord . . . the full performance and observance of all covenants, conditions and agreements therein provided to be performed and observed by the Tenant, its successors and assigns. . . .

GUARANTOR:

By: /s/ Anthony L. Riviera President

While Wilson Court admitted an internal memorandum showing its subjective intent to secure Riviera's personal guaranty, it did not allege that it communicated its intentions to Riviera. In his affidavit, Riviera testified that the parties never discussed whether he would be personally liable under the guaranty.

A year later, Tony Maroni's filed for bankruptcy and assigned its rights under the lease to M & R Foods, Inc. Riviera is also president of M & R. Tony Maroni's and M & R defaulted on the lease. Wilson Court brought an unlawful detainer action seeking possession of the premises and damages, including back rent. The trial court awarded partial summary judgment against M & R and against Riviera in his personal capacity. The court entered final summary judgment when Wilson Court found a new tenant and determined the amount of its damages.

Discussion

Riviera contends that the trial court erred when it awarded summary judgment against him. A party is entitled to summary judgment when (1) there is no genuine issue of material fact, (2) reasonable persons could reach only one Conclusion, and (3) the moving party is entitled to judgment as a matter of law. *fn1 Riviera agrees with the trial court's determination that there was no genuine issue of material fact, but argues that when the evidence is viewed in the light most favorable to him, the only reasonable inference one can draw is that no contract was formed. We disagree.

We must decide whether using a representative title prevents a signer from becoming personally bound under a guaranty where there is no evidence of intent on the face of the instrument or in the parties' interactions, but the only possible purpose of the guaranty is to provide a personal surety. When the signer's identity is otherwise clear from the face of the contract, the prima facie presumption is that titles appearing after a signature are merely personal descriptors, and do not prevent personal liability from attaching. *fn2 But where the apparent conflict between a descriptor and something else on the face of an instrument raises doubts about which party is bound, Washington courts consistently hold that the form of the signature can raise an ambiguity resolvable by parol evidence. *fn3 In this case the language used in the guaranty does not identify the party it binds. The form of Riviera's signature cannot alone resolve the ambiguity, and so we turn to the rules of contract construction.

When faced with an ambiguity, we must determine the parties' intent from the full context of the document. We glean the parties' intent not only from their interactions and from the contract language, but also from an examination of the purposes behind the document. *fn4 Riviera contends that the lack of evidence of mutual intent in the language of the document or in the interactions of the parties can only mean that a contract was not formed. But the very nature of a guaranty is to undertake primary obligation for the performance of another. *fn5 Because Tony Maroni's could not guarantee its own obligation to Wilson Court, the very act of creating a guaranty is evidence of the parties' ...


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