Kurt Van Engel Comm'n Co., Inc. v. Zingale

2005 WI App 82, 696 N.W.2d 280, 280 Wis. 2d 777, 2005 Wisc. App. LEXIS 246

• Court: Court of Appeals of Wisconsin
• Decided: March 22, 2005
• Docket: 04-1900
• Status: Published

Opinions

KESSLER, J.

¶ 1. Ann Jennaro Zingale ("Jennaro Zingale") appeals from a judgment in favor of Kurt Van Engel Commission Co., Inc., ("Van Engel"). The trial court granted summary judgment in Van Engel's favor after concluding that Van Engel was entitled to collect on a promissory note executed by Jennaro Zingale's late husband, Anthony J. Zingale ("Zingale"), in 1980. Jennaro Zingale argues that the action is barred by the applicable statute of limitations and laches. She also argues that the trial court misapplied the Wisconsin Marital Property Act in reaching its decision.

¶ 2. We conclude that Van Engel's claim is barred by the statute of limitations. Specifically, we conclude that: (1) the Collateral Pledge Agreement executed on August 15,1995, did not begin a new six-year statute of limitations period on the note; and (2) even if the Collateral Pledge Agreement began a new six-year statute of limitations period, that period of time expired on August 15, 2001, and was not extended by Wis. Stat. § 893.43 (2003-04).¹ For these reasons, we reverse the judgment and remand with directions that the trial court enter judgment in Jennaro Zingale's favor, dismissing the complaint against her.²

BACKGROUND

¶ 3. Kurt Van Engel and Anthony Zingale worked together at Kurt Van Engel Commission Co., Inc., apparently for many years. Zingale owned stock in the company. On October 24, 1980, Zingale signed a document, which appears to be on a Midland National Bank form. That document is described by the parties, and on the face of the document, as a "note" (hereafter, the "Note"). The Note reads in relevant part:

THE UNDERSIGNED JOINTLY AND SEVERALLY PROMISE TO PAY TO THE ORDER OF Kurt Van Engel Commission Co., Inc ... Ninety six thousand one hundred fourty [sic] one and 90/100 ($96,141.90) DOLLARS WITH INTEREST AT THE RATE OF six (6%) PERCENT PER ANNUM AFTER October 24, 1980 PAYABLE October 24, 1985.

All interest charged herein shall be computed daily-on the basis of l/360th of the annual rate(s) stated, provided, however, that such charges shall at no time exceed that permitted by law ....

All makers, endorsers, sureties and guarantors hereon agree to pay on demand all costs of collection, including reasonable attorney's fees incurred by the holder hereof in enforcing this note on default.

All makers, endorsers, sureties and guarantors hereon hereby consent to the holder hereof commencing action on this note at any time after maturity in any court in the State of Wisconsin and agree to be bound by the jurisdiction of such court.

All makers, endorsers, sureties and guarantors hereof waive presentment, protest, demand and notice of dishonor and agree that, without affecting the liability of any of them, the holder may, without notice, renew or extend the time for payment, accept partial payments, release or impair any collateral security for the payment of this note or agree not to sue any party liable on it. If any payment is not made when due the unpaid balance shall, at the option of the holder and without notice, mature and become immediately payable.

¶ 4. Only "Anthony J. Zingale" signed the Note on October 24, 1980. Jennaro Zingale never signed the Note; indeed, the record indicates that she never even saw the Note until this litigation began. The Note contains a specific promise to pay the principal with interest and includes language binding "endorsers, sureties and guarantors" (of which there were none). It also specifically provides that if any payment is not made when due, then at the option of Van Engel the entire unpaid balance would be immediately due. However, it contains no language making the Note binding on Zingale's heirs, and no pledge of any collateral as security for the debt.

¶ 5. No payments were made on the Note either before or after its due date of October 24, 1985. All parties agree that under Wis. Stat. § 893.43,³ the six-year statute of limitations for collection on the Note began to run when the Note became due on October 24, 1985, and was due to expire six years later on October 24, 1991, unless the time was otherwise tolled or extended. On March 15,1989, Van Engel started suit to collect on that Note; this commencement of litigation tolled the statute for the duration of the litigation. See Wis. Stat. § 893.13(2).⁴

¶ 6. For reasons that were not explained in the record or during oral argument, the litigation between Van Engel and Zingale languished for more than six years. That case was settled on Augüst 15, 1995, when two events happened. First, the case was dismissed by agreement "without prejudice," meaning that Van Engel could have sued Zingale to collect on the Note during the time remaining in the statute of limitations, which was due to expire in March 1998.⁵ Second, Zingale and Van Engel both signed a document entitled "Collateral Pledge Agreement" (hereafter, the "Pledge Agreement").

¶ 7. The Pledge Agreement incorporated by reference two specific sections of the 1995-1996 Wisconsin Statutes, which described the rights and obligations of parties who held investment securities (i.e., stock) as a part of the security in a secured transaction. The Pledge Agreement indicated that Zingale delivered certain shares of specifically identified stock to Van Engel. It also acknowledged that Van Engel acquired certain new rights under the Pledge Agreement to receive the benefits of the stock and to liquidate the stock on the occurrence of specific conditions.

¶ 8. Zingale died on October 4,1999, never having made any payments on the Note. No petition for administration of his estate was filed by his widow, Jennaro Zingale. Thus, Van Engel filed the petition in August 2002, as a creditor is permitted to do under Wis. Stat. § 856.07(2). On September 25, 2002, Van Engel brought this action against Jennaro Zingale to recover on the Note. The trial court granted Van Engel's motion for summary judgment, awarding Van Engel the full value of the Note, plus interest. This appeal followed.

DISCUSSION

¶ 9. It is undisputed that the applicable statute of limitations for suit to enforce the original Note, after tolling relevant to this case, expired in March 1998. Unless new life was breathed into the Note, the debt the Note represents has been extinguished. The parties disagree as to whether, by entering into the Pledge Agreement on August 15, 1995, Zingale entered into a new promise to pay the original Note so that by operation of law, a new statute of limitations period began to run on the Note on that date. We conclude that no new period began to run. Furthermore, we conclude that even if the Pledge Agreement did create a new six-year period of time on which to collect on the Note, that time expired prior to the commencement of this action.

I. The Pledge Agreement

¶ 10. Van Engel reads the Pledge Agreement as a new promise to pay the original Note, which would thereby provide a new six-year statute of limitations period beginning August 15,1995. We disagree that the Pledge Agreement contains such a promise.

¶ 11. It has long been the law in this state that an extinguished debt does not come back to life by a mere acknowledgement of the existence and unpaid nature of the debt. Nor is a promise to pay the debt when one is able to do so sufficient to reinstate the extinguished debt. The supreme court in Pierce v. Seymour, 52 Wis. 272, 9 N.W. 71 (1881), had occasion to discuss these issues at length. That decision has not been overruled, nor modified by later courts. In Pierce, the plaintiff sued on a note for which the six-year statute of limitations had expired. Id. at 273. After the expiration, the debtor wrote a long letter to his friend and creditor in which he made the following statements:

I owe you some letters and some money .... I do think I see my way clear to pay you the $200 and interest I owe you; but... I have never seen a day or an hour that I have been out of the reach of a creditor's goad ....

You are mistaken about my present resources. Many legal restrictions are thrown around what may ultimately be a substantial benefit.... Still, I am in hopes another two years will enable me, from my present official income, to clear off all pressing debts .... Rest assured that not a day of pecuniary freedom will pass over my head without you hearing from me....

Id. at 275-76.

¶ 12. The court in 1881 described the then-established law with respect to statutes of limitations in the following terms:

(1) That when the statute of limitations has run against a debt in favor of the party owing the same, the debt is extinguished; (2) that no mere admission of a legal liability is sufficient to remove the bar of the statute,-to effect that there must not only be an acknowledgment of the debt or obligation, but an unqualified promise to pay the same, and such promise must be in writing, signed by the party making it.

Id. at 276. Pierce observed that in Pritchard v. Howell, 1 Wis. 118 [131] (1853), the supreme court had held that "in order to take a case out of the statute of limitations on the ground of a new promise, there must be an admission of the debt or obligation, and an unqualified promise to pay the debt or perform the contract, made within the time limited by the statute." Pierce, 52 Wis. at 277. Pierce then concluded that although the letter in question acknowledged the debt, it did not contain an unqualified promise to pay the debt. Id. at 279. The court observed:

The letter relied on undoubtedly acknowledges this indebtedness of the defendant, but studiously avoids making any promise of payment.... This letter was undoubtedly intended to give the plaintiff hope that at some time he might expect to realize something on his long-standing claim, but it seems to come far short of being such an unqualified promise to pay the note with interest as the law requires. At best, it was a promise subject to many contingencies and conditions, none of which were proved to have occurred before the action was brought....

Id. at 279-80.

¶ 13. Applying these principles here, it is clear that the Pledge Agreement does not contain a new promise to pay that satisfy the requirements outlined in Pierce. Although it is undisputed that the Pledge Agreement contains an admission of the debt or obligation, we conclude that it does not contain an unqualified promise to pay the debt or perform the contract. The document is unambiguous. We may not "interpret" the Pledge Agreement to include terms not plainly stated. See Farm Credit Servs. v. Wysocki, 2001 WI 51, ¶ 12, 243 Wis. 2d 305, 627 N.W.2d 444 (when contract language is unambiguous, the court applies its literal meaning).

¶ 14. Because the language of the Pledge Agreement is determinative of whether it contains a new and unqualified promise to pay the Note, the Pledge Agreement is set forth here in considerable detail. Each paragraph, and the document as a whole, is analyzed to determine whether the specific language of the Pledge Agreement constitutes a new and unqualified promise to pay the original Note.

¶ 15. The introductory paragraph dates the Pledge Agreement as commencing on August 15, 1995, between Anthony Zingale, who is described as the "Pledgor" and Kurt H. Van Engel Commission Co., Inc., which is identified as the "Pledgee."⁶ This paragraph does not contain any new promise to pay the Note. It does not even mention the Note.

¶ 16. Identification of the parties to the Pledge Agreement is followed by certain recitals that describe the general rights exchanged. These recitals are:

At the time of the execution of this Agreement, [Zingale] was indebted to [Van Engel] in the sum of $96,141.90, plus interest, evidenced by the promissory note of [Zingale] dated October 24, 1980 for this amount.

To induce [Van Engel] to cease collection efforts on the promissory note, [Zingale] has agreed to pledge certain stock with [Van Engel] as security for repayment of the loan and to execute an irrevocable proxy for the voting rights as long as this Agreement remains in effect.

This part of the Pledge Agreement does not contain a new and unqualified promise to pay the Note. It merely acknowledges the existence of the Note, and that it is not paid. Although such a promise could have easily and logically been inserted here had the parties agreed to do so, no new promise to pay the Note is included. Instead, there follow twelve paragraphs of terms and conditions, all specific as to the rights and duties of the parties with respect to the collateral involved in the Pledge Agreement. No paragraph contains a new and unqualified promise to pay the Note. Each paragraph is set forth below and discussed separately.

¶ 17. Paragraph 1 of the Pledge Agreement states:

Pledge of Collateral. In consideration of any financial accommodation given, to be given or continued by [Van Engel] to [Zingale], and as collateral security for the payment of all debts, obligations or liabilities now or hereafter existing, stemming from the promissory note dated October 24, 1980, pursuant to Wis. Stat. § 409.203 and § 408.321, [Zingale] hereby grants to [Van Engel] a security interest in instruments of the following description: 100 common shares of Palmis-ano & Baake, Inc. represented by Certificate No. 7, duly endorsed in blank and this date delivered to and deposited with [] Kurt H. Van Engel. [Zingale] hereby grants [Van Engel] a further security interest in any stock rights . . . stock dividends ... or other property to which [Zingale] is or may hereafter become entitled to receive on account of the property originally delivered hereunder. In the event that [Zingale] receives additional property of such nature, [Zingale] shall immediately deliver the property to [Van Engel] to be held by [Van Engel] in the same manner as the property originally delivered hereunder. All property so delivered to [Van Engel] under this paragraph is referred to as collateral.

This paragraph does not contain any new and unqualified promise to pay the Note. The paragraph acknowledges the existence of a prior debt, but it makes no promise to pay it and does not identify the amount of interest or how it is to be calculated. This paragraph merely creates a security interest for Van Engel in the described stock for all debts now, or hereafter, existing which stem from the Note. Recognizing that further debts may "stem" from the prior Note is hardly an unqualified promise to pay the Note.

¶ 18. Paragraph 1 acknowledges that in exchange for past, present or future "financial accommodations" by Van Engel, in order to secure payment of debt "now or hereafter existing," Zingale is delivering one hundred shares of Palmisano & Baake stock to Van Engel and is also giving him the right to receive any and all benefits of that stock while the Pledge Agreement is in effect. Zingale promises only that he will immediately deliver to Van Engel any property he receives that is related to the Palmisano & Baake stock, and that additional property will be treated as collateral under the Pledge Agreement.

¶ 19. The Pledge Agreement here specifically refers to two sections of what was then part of the Wisconsin Uniform Commercial Code dealing with secured transactions, and the rights that the Pledgee (the person receiving the pledged property) had with respect to that property. Wisconsin Stat. § 408.321 (1995-96) was part of a chapter of the Wisconsin Statutes dealing with investment securities. It described the general rules for enforceability, attachment, perfection and termination of security interests in stocks and similar investment securities. That chapter was repealed and recreated in 1997. See 1997 Wis. Act 297, § 8. Section 408.321 did not remain as an identifiable separate section, but many of the relevant provisions are now found in Wis. Stat. ch. 409, which deals generally with secured transactions. Wisconsin Stat. § 409.203 sets out more particularly the formal requisites for attachment and enforceability of security interests and interests in proceeds of liquidated collateral. In essence, the parties agreed to and memorialized very specific rights regarding the pledged stock, but made no mention of a new and unqualified promise by Zingale to pay the original Note.

¶ 20. Paragraph 2 of the Pledge Agreement states:

Representations. [Zingale] warrants and represents that he is the owner of the pledged shares, there are no restrictions upon the transfer of any of the pledged shares, other than may appear on the face of the certificates, and [Zingale] has the right to pledge and transfer such shares free of any encumbrances and without obtaining the consent of the other shareholders.

This paragraph does not contain any new and unqualified promise to pay the Note. This is Zingale's specific representation that he has the right to pledge the shares he is pledging. This paragraph is the basis upon which Zingale may become newly indebted to Van Engel under Paragraphs 3 and 4 if it is necessary for Van Engel to defend his (Van Engel's) right to possession and/or liquidation of the collateral.

¶ 21. Paragraphs 3 and 4 of the Pledge Agreement state:

Covenants of [Zingale]. For the period commencing upon the effective date of this Agreement and continuing until its termination:

A. [Zingale] shall keep the collateral free from all hens ... pay and discharge, when due all taxes, levies and other charges upon it, and defend it against all claims and legal proceedings by persons other than [Van Engel].

B. [Zingale] shall pay all expenses and, upon request, take any action reasonably deemed advisable by [Van Engel] to preserve the collateral... and/or enforce [Van Engel]'s interest therein or rights under this Agreement.

Advances and Expenses. All advances, charges, costs and expenses, including reasonably [sic] attorneys fees, incurred or paid by [Van Engel] in exercising any right, power or remedy conferred on [Van Engel] by this security agreement, or in the enforcement thereof, shall become a part of indebtedness secured hereunder and shall be paid to [Van Engel] by [Zingale] immediately and without demand with interest at six percent (6%) per annum.

These paragraphs do not contain a new and unqualified promise to pay the Note. Black's Law Dictionary 391 (8th ed. 2004) defines a covenant as "[a] formal agreement or promise .. . Paragraph 3 contains the significant promises made by Zingale to Van Engel in the Pledge Agreement. These include a promise to keep the collateral free of other liens or claims, and to pay all of Van Engel's expenses if Van Engel has to take any action to enforce his rights under the Pledge Agreement. In that way, when read in conjunction with Paragraph 4, Zingale can become additionally indebted to Van Engel if Van Engel has to advance the money to protect the collateral. This indebtedness is referred to later in the context of the rights of various parties under the Pledge Agreement.

¶ 22. Paragraph 5 of the Pledge Agreement states:

Return of Collateral. [Van Engel] may at any time deliver collateral or any part of it to [Zingale], The receipt of [Zingale] shall be a complete and full discharge of [Van Engel] of the collateral so delivered, and [Van Engel] shall thereafter be discharged from any liability or responsibility therefor.

This paragraph does not contain a new and unqualified promise to pay the Note. This paragraph must he read in the context of the complicated rights and responsibilities that Wis. Stat. § 408.321 (1995-96) grants to the person holding the pledged investment security. Perhaps anticipating an uncertain market, and a wish by Van Engel to avoid the vicissitudes of that market, the parties agreed that Van Engel could simply return the collateral and be absolved from any further obligation to behave in the commercially reasonable manner generally imposed by the cited provisions of the Wisconsin Statutes. However, Van Engel acquired rights to act on the collateral if he chose to do so.

¶ 23. Paragraph 6 of the Pledge Agreement states:

Notice. [Van Engel] shall be under no duty ... to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by [Van Engel] as collateral, or in connection with any obligations or evidences of indebtedness that constituted in whole or in part the indebtedness secured under this pledge.

This paragraph does not contain a new and unqualified promise to pay the Note. The dissent attempts to create a new promise to pay the Note by focusing its attention on the word "indebtedness." However, the fair context of this paragraph is the phrase "evidences of indebtedness," which relate specifically to that which is "held by [Van Engel] as collateral." This paragraph releases Van Engel from any duty to go through the otherwise required formal presentation of the debt for payment, demand for payment, notice of nonpayment, and other requisites of the financial world of banks and brokerage houses in order to collect whatever debt becomes due because of Zingale's failure to keep the collateral lien free.

¶ 24. Paragraph 7 of the Pledge Agreement states:

Default. At the option of [Van Engel]... all or any part of the indebtedness shall immediately become due and payable, irrespective of any agreed maturity, on the happening of any of the following events:

A. Failure of [Zingale] to keep or perform any of the terms or provisions of this Agreement.

B. Default by [Zingale] in the payment of principal or interest when due.

C. Any deterioration or impairment of collateral or any decline or depreciation in its value of market price, whether actually or reasonably anticipated, that causes collateral in the judgment of [Van Engel] to become unsatisfactory as to character or value.

D. Levy of attachment, execution or other process against [Zingale] or any of the collateral.

E. Death, insolvency, failure in business, general assignment for the benefit of creditors, filing of any petition in bankruptcy... by or against [Zingale],

On the happening of any of the foregoing specified events of default, any agreement for further financial accommodations by [Van Engel] shall terminate at its option.

This paragraph does not contain a new and unqualified promise to pay the Note, which had become due and payable in full on October 24, 1985. All references in Paragraph 7 to "indebtedness" are fully explained and have logical impact in terms of the other provisions of the Pledge Agreement that deal exclusively with the collateral and Van Engel's rights therein. If these terms of default applied to the Note, Zingale was in default of the Pledge Agreement on the day it was signed because he was already well past the date (October 24, 1985) when the entire sum of the Note was due. It defies both logic and common sense, not to mention the plain language of the Pledge Agreement, to read a new promise to pay the Note where none is explicitly stated. Agreement by Zingale here to terms that recognized his existing prior obligation (the Note), in the context of undertaking new obligations under the Pledge Agreement with regard to specific collateral, is nothing more than a repeated acknowledgement of the facts set out in the introduction to the Pledge Agreement.

¶ 25. Paragraphs 8 and 9 of the Pledge Agreement state:

Remedies. On the happening of any default pursuant to Paragraph Seven, [Van Engel] shall have the rights and remedies conferred [to him] . .. under the Wisconsin Uniform Commercial Code or other applicable laws.

Waiver by [Van Engel]. Any forbearance, failure or delay by [Van Engel] in exercising any right, power or remedy hereunder shall not be deemed to be a waiver of such right.... Every right, power or remedy of [Van Engel] shall continue ... until... specifically waived by an instrument in writing executed by [Van Engel],

These paragraphs do not contain a new and unqualified promise to pay the Note. Paragraph 8 merely reaffirms that Van Engel may have additional remedies under the Wisconsin Statutes, and Paragraph 9 provides a term, common to many commercial agreements, that not exercising rights at one time when they are available is not a waiver of those rights.

¶ 26. Paragraph 10 of the Pledge Agreement states:

Effect of Agreement. This is a continuing security agreement, and all the rights, powers and remedies hereunder shall apply to all past, present and future indebtedness of [Zingale] to [Van Engel], notwithstanding the death, incapacity or bankruptcy of [Zingale] or any other event or proceeding affecting [Zingale], Until all debtedness is paid in full, all rights, powers and remedies granted to [Van Engel] hereunder shall continue ... and may be exercised by [Van Engel] at any time, even though the right to recover the indebtedness or any part thereof is barred by any statute of limitations or the personal liability of [Zingale] has ceased.

This paragraph does not contain a new and unqualified promise to pay the Note. It provides that the rights "hereunder" — i.e., to the collateral under the Pledge Agreement — may be exercised by Van Engel even if the right is barred by the statute of limitations or Zingale is dead or is no longer personally liable on the underlying debt. That is the purpose of the collateral — to protect the creditor even if the underlying debt has expired.⁷

¶ 27. Paragraphs 11 and 12 of the Pledge Agreement state:

Liability of [Van Engel]. [Van Engel] shall be obligated only to perform the duties described herein .... [Van Engel] shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized....

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns.

These paragraphs do not contain a new and unqualified promise to pay the Note. And, unlike the Note, Paragraph 12 specifically binds Zingale's heirs and personal representative to the terms of the Pledge Agreement. Hence, they are obligated to honor the Pledge Agreement although, apparently, they were not so obligated to honor the Note. The distinction is a significant variance in the terms of the Note and the Pledge Agreement.

¶ 28. In summary, we conclude that because the Pledge Agreement does not contain a new and unqualified promise to pay the Note, the Pledge Agreement did not extend the original statute of limitations. The statute of limitations on the Note expired in March 1998. Because this action was filed after that date, it is barred by Wis. Stat. § 893.43.

II. Application of Wis. Stat. § 893.22

¶ 29. Even if the Pledge Agreement extended the statute of limitations to August 15, 2001, we conclude that Van Engel's claim is nonetheless barred because he did not file a petition to commence probate of Anthony Zingale's estate until August 12, 2002, and did not file this action against Zingale's widow until September 25, 2002.⁸ We disagree with Van Engel's assertion that Wis. Stat. § 893.22 provides a one-year extension of the statute of limitations that begins to run when the creditor or another first petitions for probate of the decedent's estate. Section 893.22 provides:

Limitation in case of death. If a person entitled to bring an action dies before the expiration of the time limited for the commencement of the action and the cause of action survives, an action may be commenced by the person's representatives after the expiration of that time and within one year from the person's death. If a person against whom an action may be brought dies before the expiration of the time limited for the commencement of the action and the cause of action survives, an action may be commenced after the expiration of that time and within one year after the issuing, within this state, of letters testamentary or other letters authorizing the administration of the decedent's estate.

(Emphasis added.)

¶ 30. In construing the first sentence of this statute, this court recently held that Wis. Stat. § 893.22 applies only when a person dies with an existing claim that has less than one year remaining on the period of limitations, and that in such cases, the period of limitations is extended for one year, which begins to run upon the person's death. Walberg v. St. Francis Home, Inc., 2004 WI App 120, ¶ 7, 274 Wis. 2d 414, 683 N.W.2d 518, review granted, 2004 WI 138, 276 Wis. 2d 27, 689 N.W.2d 55 (Wis. Sept. 16, 2004). We explained:

In Curran v. Witter, 68 Wis. 16, 22, 31 N.W. 705 (1887), the supreme court interpreted the predecessor to Wis. Stat. § 893.22 and held, "It is obvious that this provision only reaches a case where the person entitled to bring the action dies during the last year of the term of limitation." That is, § 893.22 applies only when a person dies with an existing claim that has less than one year remaining on the period of limitations. In that case, the period of limitations is extended up to one year, which begins to run upon the person's death. Thus, in situations where a cause of action has more than one year remaining under its statute of limitations, § 893.22 simply does not apply."

Walberg, 274 Wis. 2d 414, ¶ 7 (footnotes and citations omitted).

¶ 31. In Wisconsin a person with a claim against a decedent — a creditor — may petition for probate after thirty days has passed since the death of the alleged debtor. A creditor is in a position to protect his claim by having a personal representative appointed. See Wis. Stat. § 856.07.⁹ Thus, no logical reason suggests itself for a different interpretation of the second sentence of the statute than has been long applied to the first sentence. As we have seen, our courts have held that the extended time is only available if, at the time of death, there remains less than one year in which the estate can commence the action against an alleged debtor. It makes sense for the legislature to have provided all who are "interested" in the estate, whether as debtors or creditors, with essentially the same time — at least a year from the death in question — in which to begin suit on their claims. It is unreasonable to conclude that the legislature extended the statute to provide at least a year when the decedent had less than that amount of time at death to pursue his/her claim, but intentionally provided unlimited time for claims by a creditor against an estate. Such a construction is particularly tortured where, as here, more than a year remained for the creditor to pursue the claim at the date of the debtor's death. The legislature's interest in bringing timely closure to estates is also evident in the overall statutory probate scheme. There is no logical reason to read into this statute an award of more time to creditors to assert their claims against an estate than is awarded estates to make claims against their debtors. Consequently, we reject the construction urged here by Van Engel.

¶ 32. At the time of Zingale's death, October 4, 1999, the statute of limitations on the Pledge Agreement was due to expire on August 15,2001. Thus, there remained at Zingale's death one year and a little over nine months in which Van Engel could have petitioned as a creditor for probate of Zingale's estate and thereafter filed a claim or brought an action on the Pledge Agreement. Because there was more than one year remaining on the statute of limitations at Zingale's death, the extensions provided by Wis. Stat. § 893.22 are not available to Van Engel to assert a claim arising out of the Pledge Agreement. This action is barred.

CONCLUSION

¶ 33. For the reasons set forth above, we reverse the judgment and remand with directions that the trial court enter judgment in Jennaro Zingale's favor, dismissing the complaint against her. Summary judgment is proper because, as we have seen above, Van Engel has alleged no viable cause of action against Jennaro Zin-gale. The statute of limitations on the Note has long expired, and with it the cause of action related to the Note.

By the Court. — Judgment reversed and cause remanded with directions.

1 All references to the Wisconsin Statutes are to the 2003-04 version unless otherwise noted.

2 Because we conclude that the action is barred by the statute of limitations, we do not address Jennaro Zingale's defenses with respect to laches and the Marital Property Act. See State v. Blalock, 150 Wis. 2d 688, 703, 442 N.W.2d 514 (Ct. App. 1989) (cases should be decided on the "narrowest possible ground").

3 Wisconsin Stat. § 893.43 provides:

Action on contract. An action upon any contract, obligation or liability, express or implied, including an action to recover fees for professional services, except those mentioned in s. 893.40, shall he commenced within 6 years after the cause of action accrues or be barred.

4 Wisconsin Stat. § 893.13 provides in relevant part:

Tolling of statutes of limitation....

(2) A law limiting the time for commencement of an action is tolled by the commencement of the action to enforce the cause of action to which the period of limitation applies. The law limiting the time for commencement of the action is tolled for the period from the commencement of the action until the final disposition of the action.

5 At least one party referred to this date as March 1999. This court's calculation reflects that when one subtracts the time spent in litigation, the statute of limitations on the Note ran in March 1998. Even if the date was March 1999, the result is the same.

6 To avoid confusion hereafter, "Zingale" is substituted for "Pledgor" and ’Van Engel" is substituted for "Pledgee" in the text of the Pledge Agreement.

7 However, we express no opinion on whether this language would be binding in the context of federal bankruptcy proceedings.

8 It is not necessary to address whether the August 12, 2002, fifing of a petition for probate would allow the September 25, 2002, fifing against Jennaro Zingale to fall within the applicable statute of limitations, because we conclude that the statute of limitations expired on August 15, 2001, before both filings.

9 WISCONSIN Stat. § 856.07 provides:

Who may petition for administration. (1) Generally. Petition for administration of the estate of a decedent may be made by any person named in the will to act as personal representative or by any person interested.

(2) After 30 days. If none of those named in sub. (1) has petitioned within 30 days after the death of the decedent, petition for administration may be made by any person who was guardian of the decedent at the time of the decedent's death, any creditor of the decedent, anyone who has a cause of action or who has a right of appeal which cannot be maintained without the appointment of a personal representative or anyone who has an interest in property which is or may be a part of the estate.