Opinion
364553
05-30-2023
Mark L Wilkie Revocable Trust v. Peter B Stano
LC No. 20-016171-CB
Anica Letica Presiding Judge, Kirsten Frank Kelly, Thomas C. Cameron Judges
ORDER
Pursuant to MCR 7.205(E)(2), in lieu of granting the delayed application, the circuit court's September 12, 2022 order granting in part and denying in part defendant's motion for summary disposition is REVERSED IN PART, and the matter REMANDED for further proceedings consistent with this order. A guaranty should be construed as any other contract, "and the intent of the parties, as collected from the whole instrument and the subject-matter to which it applies, is to govern." Comerica Bank v Cohen, 291 Mich.App. 40, 46; 805 N.W.2d 544 (2010) (quotation marks and citation omitted). In this case, the plain language of the guaranty covers both the initial $200,000 loan, as well as "any and all existing and future indebtedness and liabilities of every nature and kind . . . now or hereafter owing from Debtor to Creditor, however and whenever created, arising, evidenced or acquired, and all interest accrued thereon ...." (Emphasis added.) The guaranty also extends to "all costs, attorneys fees, and other expenses at any time expended or incurred by Creditor in the collection or attempted collection of the Indebtedness, or in the enforcement of this Guaranty." In light of that clear and unambiguous language, the trial court erred to the extent it capped defendant's potential liability at $200,000, the principal amount of the initial loan. The guaranty also extends to other loans, interest, attorneys fees, costs, and other expenses, as stated in the plain language of the guaranty itself. Deposition testimony indicating that some may have thought the guaranty only covered the initial loan is irrelevant. Where contract language is unambiguous, "one party's understanding of what was intended by the language is irrelevant to determining what the language actually says." Harbor Park Market, Inc v Gronda, 277 Mich.App. 126, 133 n 3; 743 N.W.2d 585 (2007). In all other respects, leave to appeal is DENIED for failure to persuade the Court of the need for immediate appellate review.
This order is to have immediate effect. MCR 7.215(F)(2). We do not retain jurisdiction.