American 10-Minute Oil Change, Inc. v. Metropolitan National Bank-Farmers Branch

783 S.W.2d 598, 1989 Tex. App. LEXIS 3238, 1989 WL 168784
CourtCourt of Appeals of Texas
DecidedAugust 15, 1989
Docket05-88-01061-CV
StatusPublished
Cited by56 cases

This text of 783 S.W.2d 598 (American 10-Minute Oil Change, Inc. v. Metropolitan National Bank-Farmers Branch) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
American 10-Minute Oil Change, Inc. v. Metropolitan National Bank-Farmers Branch, 783 S.W.2d 598, 1989 Tex. App. LEXIS 3238, 1989 WL 168784 (Tex. Ct. App. 1989).

Opinions

WHITTINGTON, Justice.

Appellee Metropolitan National Bank— Farmers Branch (Metropolitan) was granted summary judgment against appellants, American 10-Minute Oil Change, Inc. (American), as maker, and Bricar, Inc., Steven J. Shields, E.M. Delozier, Ralph J. Kaufmann, Delf Ann Dawson, Michael A. Hamlin, Carey Miller and Brian Miller, as guarantors, for deficiency on a promissory note. Appellants, in three points of error, contend that the guaranties sued upon did not guarantee any obligations of the primary obligor and that Metropolitan's summary judgment evidence was insufficient as a matter of law. We disagree and, with one modification, affirm the summary judgment rendered against appellants. Metropolitan, in a cross-point of error, asserts that the trial court erred in awarding its attorney’s fees in an amount less than that supported by uncontroverted evidence. We agree and render judgment in the amount requested by Metropolitan.

[600]*600Metropolitan brought suit against appellants on a delinquent promissory note executed by American and guaranty agreements executed by the other appellants guaranteeing the indebtedness. Metropolitan filed its motion for summary judgment supported by an affidavit from the assistant vice president of the bank authenticating copies of the note and guaranties and setting forth the balance owed after allowing for all offsets, payments, and credits. Appellants responded to Metropolitan’s motion for summary judgment alleging that an incompleted portion of the guaranties, which described in detail the debt of appellants Carey Miller and Brian Miller, rendered them nonbinding. Appellants also alleged that there were deficiencies in Metropolitan’s summary judgment evidence which rendered it insufficient as to all appellants. The trial court granted Metropolitan’s motion for summary judgment and awarded Metropolitan judgment on the principal amount of the debt, plus interest and a reduced amount of attorney’s fees.

A summary judgment will be affirmed only if the record establishes that the movant has conclusively proved all essential elements of its cause of action as a matter of law. City of Houston v. Clear Creek Basin Auth., 589 S.W.2d 671, 678 (Tex.1979). In deciding whether there is a material fact issue precluding summary judgment, every reasonable inference from the evidence must be indulged in favor of the nonmovant and any doubts resolved in his favor. Nixon v. Mr. Property Management Co., 690 S.W.2d 546, 549 (Tex.1985).

Appellants, in their first point of error, complain that the trial court erred in granting summary judgment against appellants Carey Miller and Brian Miller1 because the guaranties sued upon do not guarantee any obligation. Appellants contend that, because the first paragraph of the guaranty was not completed, operative words of guaranty were absent, thus rendering the agreement nonbinding.

The paragraph of the guaranty cited by appellants reads in pertinent part as follows:

A. If this [box] is checked, the undersigned guarantee(s) ... the payment ... of each and every debt ... which borrower may now or at any time owe to Bank....
B. If this [box] is checked, the undersigned guarantee(s) ... the payment and performance of the debt ... to Bank ... arising out of the following:

On the documents in question, neither the box in paragraph A. nor B. was checked.

In interpreting a written contract, including those of guaranty, the primary concern of the court is to ascertain the true intentions of the parties as expressed in the instrument. Coker v. Coker, 650 S.W.2d 391, 393 (Tex.1983). Written contracts will be construed according to the intention of the parties, notwithstanding errors and omissions. Ussery Inv. v. Cannon & Carpenter, Inc., 663 S.W.2d 591, 593 (Tex.App. —Houston [1st Dist.] 1983, writ dism’d). To achieve this objective, courts should examine and consider the entire writing in an effort to give effect to all the provisions of the contract so that none will be rendered meaningless. Coker, 650 S.W.2d at 393. No single provision taken alone will be given controlling effect; rather, all the provisions must be considered with reference to the whole instrument. Id.

In reviewing the guaranties in their entirety, we hold that the clear intent of both Carey Miller and Brian Miller was to be bound as guarantors of American’s debt. The validity or effect of the guaranties was not changed simply because some descriptive, detailed information might have been filled out but was not. Despite the missing clarifications, the guaranties contained substantial evidence that the undersigned intended to obligate himself to American’s debts. Such evidence found in the guaranties includes: (1) the guaranty [601]*601was in writing and stated that it was made to induce Metropolitan to make a loan on behalf of American; (2) the document contained a boldface heading stating that it was a “GUARANTY”; (3) the guaranty designated that the undersigned was signing as guarantor, thereby guaranteeing the indebtedness of American; (4) the guaranty contained clear language stating that the undersigned absolutely and unconditionally guaranteed full and prompt payment when due; and (5) the guaranty was signed and executed by each guarantor. The above-stated elements evidence the obvious intent of Carey Miller and Brian Miller to guarantee the obligations of American. The issue then is whether there is conclusive evidence as to the amount guaranteed. Although one paragraph, which could have given detailed information about the amount of debt, was incomplete, another paragraph did indicate that the Millers guaranteed the entire debt. That paragraph states in pertinent part as follows:

[T]he liability of the undersigned hereunder shall be limited to a principal amount of $_(if unlimited or if no amount is stated, the undersigned shall be liable for all indebtedness, without any limitation as to amount).

We hold that the summary judgment evidence conclusively established that the Millers entered into a binding obligation with Metropolitan to guarantee the debt of American. Appellants’ first point of error is overruled.

In points of error two and three, appellants complain that the trial court erred in granting summary judgment against Carey Miller, Brian Miller, and all appellants because the summary judgment evidence was insufficient as a matter of law. Appellants contend that Metropolitan failed to produce any summary judgment evidence that monies were advanced to American pursuant to the promissory note.

As summary judgment evidence of monies advanced to American, Metropolitan presented to the court the affidavit of the assistant vice president of the bank. The affidavit set forth the principal and accrued but unpaid interest due pursuant to the promissory note, after allowing for all offsets, payments, and credits. In response to the affidavit, appellants contend that the evidence was “wholly conclusionary and devoid of any facts supporting the advance. ...”

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Bluebook (online)
783 S.W.2d 598, 1989 Tex. App. LEXIS 3238, 1989 WL 168784, Counsel Stack Legal Research, https://law.counselstack.com/opinion/american-10-minute-oil-change-inc-v-metropolitan-national-bank-farmers-texapp-1989.