House Government Offers & Financing Assn. v. Ramos (1991)

Offender Ronald J. Ramos is attractive a view adopting the trial legal directed a verdict in favor of plaintiff Household Federal Coupons & Financing Relationship (Household Government) from Ramos’s responsibility towards an unsecured loan guaranty. We affirm.

Thomas Lynn, a major financing officer getting House Federal, negotiated the fresh new arrangement that have Brooks and you can prepared about three data files-the borrowed funds modification agreement, the brand new promissory note and also the [229 Cal

Accused Ramos is actually chairman of the Ramos/Jensen Providers (R/J Co.), a ca business. R/J Co. was all round partner from a restricted union, the fresh Peacock Ridge Business (Peacock), designed to do the new Peacock Ridge structure enterprise. Ranging from Sep 1983 and you will February 1985, plaintiff House Federal loaned almost $seven.cuatro billion to your Peacock connection. Each one of the four os.

At that point, Peacock owed nice amounts from inside the accrued attention together with other obligations concerning the your panels. House Federal approved good “exercise agreement” in which it forgave all but $a hundred,100 of your own appeal and you can offered to mortgage Peacock an additional $50,100000. In return, Peacock assured to execute a beneficial promissory mention to own $150,100000 secure from the your own warranty finalized from the Ramos.

The fresh exercise agreement are discussed on the behalf of Peacock by the Arthur Brooks, a keen R/J Co. staff. Software. 3d 1612] private guaranty-he taken to Brooks for the purpose of acquiring Ramos’s signature. Brooks came back every around three finalized data files to help you Lynn towards the December 18, 1986.fn. step 1

The newest promissory mention given a trademark line to have “Ronald J. Ramos, President” regarding R/J Co. since the standard spouse out of Peacock. Ramos closed the document “Roentgen.J. Ramos, Pres.” The private guaranty provided the next medical words:

From the November 1986, financial difficulties for the venture caused Peacock to help you standard into the Home Federal money

“Into the attention of the financing on the Connection to Debtor, We, Ronald J. Ramos (Guarantor), certainly and unconditionally make certain and you may pledge to invest to help you Organization, otherwise the person who Relationship sales us to pay, all indebtedness away from Borrower so you’re able to Organization evidenced of the, or perhaps in in any manner linked to the mortgage (and but not limited to a lot more improves or finance) or even the notice, and manage all covenants and you will arrangements from Borrower found in the latest note otherwise any cover agreement between Debtor and you may Organization.” New signature line at the end of file provided for new signature away from “Ronald J. Ramos.” Instead, Ramos closed it he previously signed the fresh promissory notice: “Roentgen.J. Ramos, Pres.”

Whenever Peacock defaulted toward new note and Domestic Government produced match to help you impose the guaranty, Ramos defended on to the floor one their signature because the “Pres.” expressed an intent in order to join simply R/J Co. rather than himself physically towards the guarantee. At the close of all facts, the fresh new trial legal supplied House Federal’s action for a brought verdict, concluding it had been limited by the fresh new court’s choice for the Sebastian Worldwide, Inc. v. Peck (1987) 195 Cal. Software. 3d 803 [240 Cal. Rptr. 911].

We start with a phrase concerning the procedural pose of one’s case. Brand new demo legal directed a decision up against Ramos, concluding there is no argument from inside the [229 Cal. App. three-dimensional 1613] the relevant foundational research and you will thinking in itself bound by an early on Courtroom away from Attention choice. (Look for essentially Vehicle Security Transformation, Inc. v. Premium Legal (1962) 57 Cal. 2d 450, 455 [20 Cal. Rptr. 321, 369 P.2d 937].) [2a] Despite its lack of a managing appellate decision, but not, new courtroom was correct within the determining you to definitely zero jury question try demonstrated. Just like the Best Legal said within the Parsons v. Bristol Advancement Co. (1965) 62 Cal. 2d 861 [44 Cal. Rptr. 767, 402 P.2d 839], “New interpretation out-of an authored tool, even though it concerns what would securely be named questions out of fact [citation], is essentially an official form as worked out depending on the essentially accepted canons out-of translation therefore, the purposes of the brand new means can be provided effect. . Making it solely an official form in order to interpret an authored instrument unless of course the translation transforms abreast of the new credibility of extrinsic evidence.” (Id. at the p. 865; pick along with Medical Businesses Management, Inc. v. National Fitness Laboratories, Inc. (1986) 176 Cal. Application. three dimensional 886, 891-892 [222 Cal. Rptr. 455].) [2b] Right here, given that functions showed absolutely nothing associated and no conflicting extrinsic proof (get a hold of Pacific Fuel & Age. Co. v. Grams.W. Thomas Drayage an such like. Co. (1968) 69 Cal. 2d 33, 37 [69 Cal. Rptr. 561, 442 P.2d 641, 40 A great.L.R cash advance in Colorado Greenwood Village.3d 1373]), this new demo legal securely would not fill in this new translation of authored guarantee into jury. (Select Scientific Functions Management, supra, 176 Cal.Application.three dimensional at the p. 892, fn.cuatro.) At the same time, however, we given that reviewing judge check out the research and you will understand this new warranty de novo. (Parsons, supra, 62 Cal.2d in the p. 866; Medical Surgery Administration, supra, 176 Cal.Software.three-dimensional at the p. 891.)