This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2006).
STATE OF MINNESOTA
IN COURT OF APPEALS
Weekes Forest Products, Inc.,
Windsor Homes, Inc.,
Filed April 10, 2007
Hennepin County District Court
File No. 27-CV-04-015889
Robert A. Judd, Jeffrey S. Nicolet, Wagner, Falconer & Judd, Ltd.,
1700 IDS Center,
David Bradley Olsen, Court J. Anderson, Henson & Efron, P.A., 220 South Sixth Street, Suite 1800, Minneapolis, MN 55402 (for appellant)
Considered and decided by Peterson, Presiding Judge; Worke, Judge; and Crippen, Judge.[*]
U N P U B L I S H E D O P I N I O N
On appeal from a judgment in favor of respondent following a court trial in a lawsuit to collect on guaranties, appellant argues that the district court erred by (1) construing the written guaranty contrary to its unambiguous terms; (2) finding that appellant did not intend that the personal guaranty expire on a particular date; and (3) concluding that the personal guaranty was signed on a particular date rather than on the date written in the agreement. We affirm.
Respondent Weekes Forest Products,
Inc. is a supplier of lumber and other building materials. Respondent’s CFO is Gary Schulz. Appellant Ronald Wald is the former CEO of
Windsor Homes, Inc (Windsor). Over the
course of several years,
Between May 2004 and July 2004,
D E C I S I O N
Whether a contract is ambiguous—reasonably
susceptible to more than one construction—is a question of law, to which the
reviewing court owes no deference to the district court’s determination. Blackburn,
Nickels & Smith, Inc. v. Erickson, 366 N.W.2d 640, 643-44 (Minn. App.
1985), review denied (Minn. June 24,
1985). “The construction and effect of a
contract are questions of law for the court, but where there is ambiguity and
construction depends upon extrinsic evidence and a writing, there is a question
of fact for the [fact-finder].” Turner v. Alpha Phi Sorority House, 276
N.W.2d 63, 66 (
Date guaranty signed
Appellant argues that the district court erred in finding that the guaranty was signed on July 15, 2003, because the guaranty is dated “2/15/03” and includes a handwritten provision that it “Expires [one] year from Date signed.” Due to the dispute regarding whether the document is dated “2/15/03 or “7/15/03” and when appellant actually signed the document, the district court was correct in conducting an analysis regarding an existing ambiguity.
It is undisputed that Schulz faxed a
blank personal guaranty to appellant on either July 9 or 10. When he received no response, Schulz
contacted appellant on July 15. While on
the phone, appellant asked Schulz why he should sign the guaranty, to which
Schulz replied that he would no longer extend credit to
Based on the fax-transmission
information on the guaranty, the district court concluded that the guaranty was
signed sometime between July 9 and July 15.
If the document is in fact dated “2/15/03” as appellant claims, then
appellant backdated the guaranty, in direct contradiction to his claim that it
is not his practice to do so. Further,
based on appellant’s question to Schulz during their July 15 conversation regarding
why he should sign the document, and the fact that the signed guaranty was
faxed back to Schulz later that same day, it is reasonable to conclude that the
guaranty was signed on July 15. The
district court also concluded that appellant’s testimony was not credible, and
credibility determination are left to the fact-finder’s discretion. See
Because the fax-transmission information shows that the guaranty was sent and received sometime between July 9 and July 15, 2003, and because no credible evidence was presented to support a claim that it was signed at any other time, it is reasonable to conclude that appellant signed the document on July 15. Therefore, the district court did not err in finding that the guaranty was signed on July 15.
Intention regarding effective date of guaranty
Appellant argues that the district court erred in finding that appellant did not intend the personal guaranty to expire on February 15, 2004, pursuant to the handwritten notation on the guaranty that it “Expires one year from Date signed.” Respondent argues that appellant’s intention that the guaranty expired on February 15, 2004, is not found in the guaranty. Because there is a discrepancy regarding whether the document is dated “2/15/03” or “7/15/03,” an ambiguity exists regarding what appellant intended by the handwritten notation, “Expires one year from Date signed.”
Appellant claims that he intended,
by the plain language of the guaranty, that the guaranty would be effective for
one year beginning on February 15, 2003.
However, appellant offers no explanation for why he would have dated the
guaranty “2/15/03” when the first guaranty did not expire until May 19,
2003. Further, with the fax-transmission
information on the guaranty showing that it was signed sometime between July 9
and July 15, 2003, appellant offers no explanation to the contradiction in his
testimony that the document is dated “2/15/03” and that it is not his practice
to backdate documents. Appellant also
argues that if the guaranty was dated “7/15/03” as respondent claims, then
there was no personal guaranty in effect from May 19, 2003, when the first
guaranty expired, to July 15, 2003.
Appellant contends that this is in direct contradiction with Schulz’s testimony
that he would not extend credit if there was no personal guaranty in
place. However, the district court found
Schulz’s testimony that the continued shipments were an oversight because he
did not realize that the guaranty had expired, to be credible. And the district court found that appellant’s
testimony regarding when he signed the guaranty and his intentions regarding
the handwritten notation “Expires [one] year from Date signed” was not
Because the evidence supports the conclusion that appellant signed the document between July 9 and July 15, and the district court’s finding that appellant’s testimony was not credible, the district court did not err in finding that there was no credible evidence to support appellant’s claim that he intended the document to be effective from February 15, 2003 to February 15, 2004.
Guaranty effective as of date signed
Appellant argues that the district court erred in finding that the guaranty was effective from the date the document was signed on July 15, 2003. As previously stated, it was reasonable to conclude that the guaranty was signed on July 15, 2003. Further, there is no credible evidence to support appellant’s claim that the date on the document is “2/15/03,” and that he intended the guaranty to be effective from February 15, 2003, to February 15, 2004. Based on the plain language of appellant’s handwritten notation on the guaranty, it “Expires [one] year from Date signed,” which would be one year from July 15, 2003—the date appellant signed the guaranty. The district court did not err in finding that the guaranty was effective as of the date signed—July 15, 2003.