Wilson court limited Partnership v Tony Maronis Inc.

Background and Facts

Tony Riviera founded Tony Maronis Inc to sell Tony Maroni's Famous Gourmet Pizza in Seattle, Washington.Tony Maronis agree to lease retail space owned by WilsonCourt Limited Partnership Riviera,Tony Maronis Inc. president signed to lease 1,676 square feet of space for sixty months term. When he signed the lease Riviera also signed a guaranty agreement that was incorporated by reference into the lease.

ON the signature line of the guaranty Riviera wrote President after his name . The guarantee did not specifically identify who was bound, referring only to : the undersigned" or "Guarantor".Riviera also signed the lease in a representative capacity but the lease clearly indicates that only Tony Maronis was bound by its term. When Tony Maroni defaulted on the lease Wilson filed a suit in Washington state court against any because he signed only his capacity as a corporate officer. The court issued a summary judgment in fAVOR Wilson. Riviera appealed the Washington Supreme court.

In the language of the court

The combination of the circumstances (in this case)renders the Guaranty ambiguous.In constructing the Guaranty in light of his ambiguity, we acknowledge contracts to answer the commercial context in which this Guaranty was signed. Where two commercial entities sign a commercial agreement,we will give such an agreement a commercially reasonable construction.In this case, such a construction leads us to the conclusion Riviera is personally liable for the Guaranty as a matter of law.

First any ambiguity in the Guaranty was created by Riviera himself in adding descriptive language to his signature. Such ambiguity will be constructed against Riviera as the party who drafted this language.

Second, the language of the Guaranty itself complies the view Riviera is personally liable.We must interpret the lease and Guaranty as a whole , giving reasonable effect to each of its parts.The plain language of the Guaranty clearly contemplates their separate entities the Landlord,The Tenant, and the Guarantor as so designated them.It identifies Wilson as the Landlord the Tenat Tony Maronis and addresses the obligations of a separate third part, referred to interchangeably as the undersigned or Guarantor, rendering the Guaranty provision absurd.

Moreover the Guaranty language in stark contrast to the language of the Lease where a corporate obligation was unambiguously contemplated.Riviera signed the Lease as president of Tony Maronis to bind the company.No such intent can be galned from the Guaranty. Third the very nature a guaranty is such that Riviera created personal liability to his signature.

Riviera is an experienced businessperson with prior di q in experience commercial leasing who dealt directly with Wilson in securing the Lease.There is no evidence or assertion any improper conduct by Wilson .

What if the facts were different?Suppose that the parties had carefully read the contract before they signet it.If they had been sure that the agreement stated what they intended and if everything discussed was in writing how might the outcome of this case have been differently?