holding that a court "must interpret [a contract] as a whole, giving reasonable effect to each of its parts"
How later courts described this case
- holding that a court "must interpret [a contract] as a whole, giving reasonable effect to each of its parts"
- declining to interpret a guaranty executed by corporate president such that the corporation would be the guarantor of its own contract, where the corporate president contended that he had executed the guaranty in his official capacity and, thus, could not be personally liable
- noting that RAP 18.1 requires party requesting fees to provide argument and citation to authority in separate section of brief to apprise the appellate court of the appropriate grounds for an award of fees
- “Washington follows an objective manifestation test for contracts, looking to the objective acts or manifestations of the parties rather than the unexpressed subjective intent of any party.” (citations omitted)
Written by the judges who cited it.
The opinion
Madsen, J.
(concurring) — I agree with the result reached by the majority, but write separately because the majority offers inconsistent analyses which may generate confusion regarding guaranties in commercial settings.
The majority discusses our cases which explain that where the language of a contract does not otherwise indicate the signer’s capacity, a signature with descriptive language is presumed to be descriptive only of the signer. However, extrinsic evidence is admissible to establish mutual intent of the parties that the signature is in a representative capacity and the signer is therefore not personally bound by the contract. Majority at 700; see Griffin v. Union Sav. & Trust Co., 86 Wash. 605, 609-11 , 150 P. 1128 (1915); Hansen v. Lindell, 14 Wn.2d 643, 649-54 , 129 P.2d 234 (1942) (the presumption that the additional words are descriptive only may be refuted by other facts). The burden of proof is on the party seeking to change the prima facie character of the contract. Griffin, 86 Wash. at 610 .
However, the majority does not use these principles to resolve the case. It does not discuss whether extrinsic evidence as to mutual intent has been offered or whether the burden of proof has been met. I would conclude that Mr. Riviera has failed to satisfy his burden of proving that the parties’ objective mutual intent was that he signed on behalf of Tony Maroni’s. Therefore, the word “Fresident” following his signature is descriptive only and he is personally liable. The majority need go no further.
The majority also concludes, however, that if any ambiguity in this case has been injected into the contract as a result of Mr. Riviera adding “Fresident” after his name, *712 this ambiguity should be construed against him as the “drafter.” This reasoning bypasses our cases stating the principle that if it is not otherwise clear from the face of the contract, a signature with a representative designation is prima facie descriptive of the person only. The inquiry should be whether extrinsic evidence has been offered which resolves the ambiguity. If there is insufficient evidence to overcome the prima facie character of the signature as descriptive only, that should end the inquiry. The presumption stands. The rule of construction employed by the majority is unnecessary and inconsistent with the analytical framework it discusses at pages 700-01.
Moreover, the majority states that as a matter of law Tony Maroni’s cannot act as guarantor of its own indebtedness, and that to give effect to the guaranty Mr. Riviera must be deemed to have signed in an individual capacity. This principle of law, if true, obviates the need for any of the rest of the majority’s analysis. I question, though, whether the rule should be applied as an absolute principle for construing commercial contracts without considering contract terms or evidence which may be to the contrary. I also note that in Puget Sound Nat’l Bank v. Selivanoff, 9 Wn. App. 676 , 514 P.2d 175 , 70 A.L.R.3d 1270 (1973), such an absolute rule would have required finding the wife individually bound. I find nothing in Selivanoff which substantiates the majority’s suggestion that the case involved circumstances more akin to a consumer transaction than a commercial transaction and thus required special protection of an “innocent” party.
Finally, the majority’s “commercially reasonable approach” to this case, majority at 710, concerns me. By failing to examine the evidence in this case to determine whether Mr. Riviera has overcome the presumption that the representative designation “President” following his signature is descriptive only, and instead substituting an assessment which includes the commercial sophistication of the parties, the circumstances under which a guaranty is entered into, and the nature of a guaranty, the majority *713 has significantly changed the law in this area. In my view, such an assessment second-guesses the agreement which the parties have entered, and permits, for example, a reviewing court to assess the “sophistication” of the parties rather than evidence of the parties’ objective mutual intent.
I would hold that Mr. Riviera, as the party challenging the prima facie character of his signature as descriptive only, has failed to meet his burden of proof. I concur in the result.
Guy and Sanders, JJ., concur with Madsen, J.