WASHINGTON FEDERAL SAV. & LOAN v. Alsager

266 P.3d 905, 165 Wash. App. 10
CourtCourt of Appeals of Washington
DecidedDecember 13, 2011
Docket66019-5-I
StatusPublished

This text of 266 P.3d 905 (WASHINGTON FEDERAL SAV. & LOAN v. Alsager) is published on Counsel Stack Legal Research, covering Court of Appeals of Washington primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
WASHINGTON FEDERAL SAV. & LOAN v. Alsager, 266 P.3d 905, 165 Wash. App. 10 (Wash. Ct. App. 2011).

Opinion

266 P.3d 905 (2011)
165 Wn. App. 10

WASHINGTON FEDERAL SAVINGS & LOAN ASSOCIATION Successor by Merger to First Mutual Bank, Respondent,
v.
Dale E. ALSAGER and Betty J.L. Alsager, husband and wife, Appellants.

No. 66019-5-I.

Court of Appeals of Washington, Division 1.

October 24, 2011.
Publication Ordered December 13, 2011.

*906 Rhys Alden Sterling, Attorney at Law, Hobart, WA, for Appellants.

Annette Elena Cook, David A. Weibel, Bishop White Marshall & Weibel PS, Seattle, WA, for Respondent.

COX, J.

¶ 1 The terms of a binding agreement between parties are evidenced by their objective manifestation of mutual intent.[1] Here, the promissory note and deed of trust that Dale and Betty Alsager signed evidence the terms and conditions of their loan transaction with the bank. We reject their claim that their loan application for a specific fixed-rate loan evidences a lack of a meeting of the minds for the loan terms. Moreover, they had no right to rely on oral representations by a notary public regarding the nature of the loan that conflicted with the written terms of the loan documents. The bank was entitled to summary judgment and foreclosure. We affirm.

¶ 2 Dale and Betty Alsager applied to the predecessor of Washington Federal Savings and Loan Association for a $352,000 conventional, fixed-rate loan. There is no evidence in the record that the bank ever approved either the amount or interest rate of that request. Rather, the record shows that the bank only approved a loan of $304,000 with an adjustable interest rate, based on its underwriting work.

¶ 3 On January 12, 2007, the Alsagers met with a notary public at their home to sign the loan documents. At that time, they signed a promissory note, deed of trust, and other documents for a loan of $304,000 at an adjustable interest rate. They claim in this action that the notary told them that they were signing documents for a fixed-rate loan. They also claim that he rushed them through the signing process and failed to provide them with copies of the loan documents. It is undisputed that they had the opportunity to ask for more time to review the loan documents before signing but did not do so. Further, it is undisputed that they failed to request copies of the loan documents from Washington Federal that they claim not to have received from the notary.

¶ 4 The Alsagers made loan payments from March 2007 until May 2008. They have not made any further payments since June 1, 2008.

*907 ¶ 5 Washington Federal commenced this judicial foreclosure action due to these defaults in failing to make the required payments. The trial court granted its motion for summary judgment and entered a decree of foreclosure.

¶ 6 The Alsagers appeal.

THE LOAN CONTRACT

¶ 7 The Alsagers argue that no valid contract was formed because there was no meeting of the minds and, therefore, their failure to pay their loan does not constitute a breach of contract. We hold that the promissory note and deed of trust that they signed evidence the terms and conditions of their loan. Their failure to pay in accordance with these terms constitutes a breach that supports foreclosure.

¶ 8 Summary judgment is appropriate if there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law.[2] A material fact is one upon which the outcome of the litigation depends.[3] All facts and reasonable inferences must be considered in the light most favorable to the nonmoving party.[4] This court reviews de novo a lower court's order granting summary judgment, viewing the facts and reasonable inferences in the light most favorable to the nonmoving party.[5]

¶ 9 The terms of a binding agreement between parties are evidenced by their objective manifestation of mutual intent.[6] A fundamental principle of Washington contract law is "that a party to a contract which he has voluntarily signed will not be heard to declare that he did not read it, or was ignorant of its contents."[7] Where a party has an opportunity to examine the contract prior to his agreement, and where such agreement is not induced through fraud or coercion, he may not claim ignorance of the contract's terms.[8] "The whole panoply of contract law rests on the principle that one is bound by the contract which he voluntarily and knowingly signs."[9]

¶ 10 We may affirm on any ground supported by the record.[10]

¶ 11 The threshold question here is whether the note and deed of trust constitute the loan documents that state the terms and conditions of the obligation, including the loan amount and interest rate. We conclude that they do.

¶ 12 Here, the Alsagers applied for a $352,000 conventional, fixed-rate loan. The bank declined to make such a loan, but offered one for $304,000 at an adjustable interest rate. Specifically, the promissory note and deed of trust that the Alsagers signed on January 12, 2007, clearly set forth these terms, among others. They accepted all these terms and conditions by voluntarily signing these loan documents. They do not argue that they were incapable of understanding these documents. They cannot now argue that they did not read and are not bound by the contracts that they signed.[11]

¶ 13 The Alsagers rely on the novel theory that they applied for a fixed-rate loan, and that because they signed documents for a loan that had an adjustable rate, there was no meeting of the minds. This argument has no merit.

*908 ¶ 14 It is true that "[t]he acceptance of an offer is always required to be identical with the offer, or there is no meeting of the minds and no contract...."[12] But, there is no evidence in this record that the bank ever agreed to a fixed-rate loan for $352,000. Rather, the only manifestation of the mutual intent of the parties to this loan is evidenced by the note and deed of trust. These are the only documents that fully and objectively reflect the amount, interest rate, security, and other essential loan terms for this transaction to which the parties agreed.

¶ 15 To the extent the Alsagers argue that their loan application constitutes an offer setting out the terms of the loan to which they were prepared to agree, their argument fails. Even if we considered the Alsagers' loan application an "offer to borrow"—a highly dubious proposition—the bank never accepted that "offer." Rather, the bank presented them with loan documents setting forth the terms and conditions of the loan the bank would make. The Alsagers signed the documents, evidencing the objective manifestation of mutual intent as to the loan terms. That is all that is required to show that these loan documents constitute an enforceable contract.

¶ 16 The note that the Alsagers signed plainly states in bold lettering at the top of the first page:

FIXED/ADJUSTABLE RATE NOTE
. . .
THIS NOTE PROVIDES FOR A CHANGE IN MY FIXED INTEREST RATE TO AN ADJUSTABLE INTEREST RATE. THIS NOTE LIMITS THE AMOUNT MY ADJUSTABLE INTEREST RATE CAN CHANGE AT ANY ONE TIME AND THE MAXIMUM RATE I MUST PAY.[[13]]

¶ 17 Several lines below the above text, the Alsagers, as borrowers, promise to pay the sum of $304,000.00. We note that this principal amount of the loan also appears in bold in the text of the promissory note.

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Bluebook (online)
266 P.3d 905, 165 Wash. App. 10, Counsel Stack Legal Research, https://law.counselstack.com/opinion/washington-federal-sav-loan-v-alsager-washctapp-2011.