Accused Ronald J. Ramos is attractive a judgment following the demonstration court directed a verdict and only plaintiff Home Federal Discounts & Financing Association (Household Federal) away from Ramos’s accountability for the a personal loan guarantee. We affirm.
Thomas Lynn, a major mortgage manager to possess House Government, negotiated the new contract having Brooks and you can wishing about three records-the mortgage modification arrangement, the new promissory note plus the [229 Cal
Accused Ramos is actually chairman of one’s Ramos/Jensen Business (R/J Co.), a california firm. R/J Co. are the general partner off a small relationship, the fresh Peacock Ridge Team (Peacock), molded doing the brand new Peacock Ridge framework investment. Between Sep 1983 and you may February 1985, plaintiff Household Federal loaned nearly $seven.cuatro million towards Peacock relationship. All the five os.
At that time, Peacock due ample amounts for the accrued appeal together with other personal debt concerning the project. Domestic Federal recognized a “exercise arrangement” where they forgave all but $100,000 of your interest and you can agreed to mortgage Peacock an extra $50,000. Reciprocally, Peacock assured to execute a good promissory mention for $150,one hundred thousand protected by the your own warranty signed of the Ramos.
The newest workout agreement is discussed on the behalf of Peacock by the Arthur Brooks, an enthusiastic Roentgen/J Co. staff. App. three dimensional 1612] personal warranty-that he delivered to Brooks for the true purpose of getting Ramos’s signature. Brooks came back all around three finalized files so you can Lynn toward December 18, 1986.fn. step 1
The fresh promissory notice considering a signature line to possess “Ronald J. Ramos, President” off Roentgen/J Co. since the standard partner off Peacock. Ramos closed the latest file “R.J. Ramos, Pres.” The personal guaranty included another surgical code:
From the November 1986, financial difficulties with the venture triggered Peacock to standard to the Household Federal finance
“Into the attention of your financing regarding Relationship in order to Debtor, I, Ronald J. Ramos (Guarantor), positively and you may unconditionally be certain that and hope to pay so you can Organization, or the person who Association orders me to shell out, all indebtedness away from Borrower so you can Organization evidenced because of the, or even in any way linked to the borrowed funds (and additionally not limited by even more advances or loans) and/or note, in order to carry out every covenants and you will arrangements regarding Debtor within new note otherwise any shelter arrangement anywhere between Borrower and you may Connection.” The newest signature line towards the bottom of the file sent to the fresh new trademark of “Ronald J. Ramos.” Rather, Ramos closed it he had closed the brand new promissory mention: “Roentgen.J. Ramos, Pres.”
When Peacock defaulted on brand new notice and you will Home Federal put fit so you’re able to enforce the latest guarantee, Ramos defended on to the floor you to definitely their trademark since the “Pres.” conveyed an intent so you can join just Roentgen/J Co. and not himself in person on the guarantee. At close of all the proof, the newest trial judge supplied Domestic Federal’s actions getting a directed decision, concluding it was limited by the new court’s decision from inside the Sebastian International loans Holyoke CO, Inc. v. Peck (1987) 195 Cal. Software. 3d 803 [240 Cal. Rptr. 911].
I begin with a term regarding proceeding posture of the instance. The fresh new demonstration legal brought a verdict against Ramos, concluding there is no disagreement for the [229 Cal. App. three-dimensional 1613] the relevant foundational research and you will thinking by itself limited by a young Court regarding Desire choice. (Get a hold of basically Auto Equity Sales, Inc. v. Superior Court (1962) 57 Cal. 2d 450, 455 [20 Cal. Rptr. 321, 369 P.2d 937].) [2a] Even yet in its lack of a managing appellate decision, yet not, brand new courtroom is actually correct in choosing you to zero jury matter are demonstrated. Due to the fact Supreme Courtroom explained inside the Parsons v. Bristol Creativity Co. (1965) 62 Cal. 2d 861 [forty-two Cal. Rptr. 767, 402 P.2d 839], “The new interpretation out of an authored software, even though it concerns what can properly getting named issues out-of fact [citation], is essentially a judicial setting to be resolved with regards to the generally recognized canons off translation so that the reason for the fresh new means could be provided perception. . It is therefore solely a judicial setting so you’re able to translate a written software unless the new translation transforms on brand new trustworthiness out-of extrinsic proof.” (Id. at p. 865; come across also Scientific Surgery Management, Inc. v. National Fitness Laboratories, Inc. (1986) 176 Cal. Software. 3d 886, 891-892 [222 Cal. Rptr. 455].) [2b] Right here, due to the fact functions shown little relevant and no conflicting extrinsic proof (select Pacific Fuel & Age. Co. v. G.W. Thomas Drayage etcetera. Co. (1968) 69 Cal. 2d 33, 37 [69 Cal. Rptr. 561, 442 P.2d 641, forty A.L.Roentgen.three-dimensional 1373]), the newest demonstration court safely refused to fill out brand new interpretation of your own created guaranty into the jury. (Pick Medical Procedures Management, supra, 176 Cal.Software.three-dimensional from the p. 892, fn.4.) On top of that, however, we as examining courtroom look at the proof and you may understand new guaranty de- novo. (Parsons, supra, 62 Cal.2d at the p. 866; Medical Surgery Management, supra, 176 Cal.Software.3d at p. 891.)