Opinion
No. 55703-3-I.
November 20, 2006.
Appeal from a judgment of the Superior Court for Skagit County, No. 00-2-00562-1, Ira Uhrig, J., entered January 6, 2005.
Counsel for Appellant(s), Merrilee Ann Maclean, Karr Tuttle Campbell, Seattle, WA.
Counsel for Respondent(s), Joseph John Straus, Bullivant Houser Bailey PC, Seattle, WA.
Jerret E. Sale, Bullivant Houser Bailey PC, Seattle, WA.
Deborah Lynn Carstens, Bullivant Houser Bailey PC, Seattle, WA.
Shawnmarie Stanton, Safeco Insurance Co, Seattle, WA.
Affirmed by unpublished opinion per Schindler, A.C.J., concurred in by Agid and Becker, JJ.
When a creditor enters into an agreement with the debtor and the co-guarantor that changes the terms of the original obligation without the consent of the other guarantor the obligation of the non-consenting co-guarantor is discharged, despite the creditor's attempt in the new agreement to reserve its rights against the co-guarantor.
To obtain credit from Wolfkill Feed and Fertilizer for the 1998 growing season, North Fork Farms and its owners, David and Michele Youngquist, agreed to sign a promissory note for the amount North Fork still owed for the 1997 growing season. David Youngquist signed the note on behalf of North Fork as president. David and Michele also agreed to personally guaranty North Fork's debt and signed the note as individuals. After David and Michele divorced, Wolfkill entered into a forbearance agreement, a new promissory note, and a settlement agreement with North Fork and David. In these documents, Wolfkill expressly reserves its rights against Michele under the original promissory note.
Because they share a last name, for the sake of clarity, we refer to David and Michele by their first names. We intend no disrespect by doing so.
On summary judgment, the trial court decided that Michele was a guarantor, not an obligor, under the original promissory note. The court ruled that Michele's obligation as a co-guarantor was released when, without her consent, Wolfkill entered into the forbearance agreement and the new promissory note with the debtor, North Fork and with the other co-guarantor, David. The court dismissed Wolfkill's lawsuit to collect on North Fork's debt and awarded Michele attorney fees. We affirm.
FACTS
Wolfkill Feed and Fertilizer Corporation (Wolfkill) agreed to extend credit to North Fork Farms, Inc. (North Fork) for the 1998 growing season if North Fork and the owners of North Fork, David and Michele Youngquist, agreed to sign a promissory note for the amount North Fork owed for the 1997 growing season and a new credit application.
On March 17, 1998, North Fork and David and Michele signed a "Promissory Note" (1998 Note). The 1998 Note was for $153,427, with an interest rate of 18 percent per annum and was due on November 30, 1998, "or at order." David signed the 1998 Note on behalf of North Fork as president. David and Michele each signed the 1998 Note as individuals.
On the same day, David and Michele also signed a new credit application (1998 Credit Application). In the 1998 Credit Application, David and Michele personally guaranteed all of North Fork's debt to Wolfkill. For the 1998 growing season, Wolfkill extended credit in the amount of $148,742 to North Fork.
There is no dispute that between March 17 and December 18, 1998, North Fork paid $170,000 on the amount it owed Wolfkill. North Fork initially made payments directly to Wolfkill. But after Wolfkill sold its accounts receivable, North Fork made payments to Skagit Farmers Supply.
David and Michele filed for dissolution in 1998. The final dissolution decree awarded North Fork to David.
In January 1999, after Wolfkill purchased the uncollected accounts receivable back from Skagit Farmers, Wolfkill notified David and Michele that the 1998 Note was in default and demanded payment. In a February 1999 letter to David and Michele, Wolfkill provides a "recreated" accounting for North Fork's payments. In the recreated accounting, Wolfkill credits North Fork's payments of $170,000 to the amount owed for the 1998 growing season, and then applies the remainder to the amount owed for the 1997 growing season. Thus, according to Wolfkill's accounting, North Fork still owed $159,344 on the 1998 Note.
Michele disagreed with Wolfkill's accounting. Michele believed the 1998 Note was fully paid, but that North Fork still owed Wolfkill for the credit extended for the 1997 growing season. Despite Michele's position, David decided to negotiate a payment plan for the amount Wolfkill claimed North Fork still owed on the 1998 Note. Wolfkill agreed to a new payment plan and drafted a forbearance agreement and an amended promissory note. After Michele refused to sign, Wolfkill drafted another forbearance agreement and an "Amended Promissory Note Regarding Certain Parties" (1999 Amended Note). Wolfkill, North Fork and David executed the Forbearance Agreement and the 1999 Amended Note on April 14, 1999.
In the Forbearance Agreement, Wolfkill agreed to not pursue collection on the 1998 Note if North Fork and David signed the 1999 Amended Note and gave Wolfkill a security interest in North Fork. The 1999 Amended Note replaced the amount Wolfkill claimed was still owing on the 1998 Note. The Amended Note was for $161,294 at 12 percent per annum, with three annual installments beginning in November 1999. Both the Forbearance Agreement and the 1999 Amended Note state that Michele is still liable as an obligor under the 1998 Note.
North Fork and David did not pay the first installment due on the 1999 Amended Note. On April 20, 2000, Wolfkill obtained a judgment against North Fork and David for $192,621. On April 28, 2000, Wolfkill filed a "Complaint for Monies Due" against Michele. Wolfkill alleged that Michele was liable as a joint and several obligor for the amount owed under the 1998 Note.
In March 2001, David filed for bankruptcy. While David's bankruptcy was pending, David and Wolfkill negotiated a settlement and release of North Fork. Wolfkill agreed to accept the proceeds of the raspberry harvest in satisfaction for North Fork's obligation under the judgment. In July 2001, David obtained a discharge in bankruptcy for his debt to Wolfkill. After the raspberry harvest, North Fork and David entered into a "Settlement Agreement" with Wolfkill. The Settlement Agreement released North Fork's obligation for the judgment. The Settlement Agreement notes that Michele is not a party to the Agreement.
In January 2002, Wolfkill filed an "Amended Complaint for Monies Due," alleging Michele was also liable under the 1998 Credit Application as a guarantor of North Fork's debt.
The trial court granted Michele's motion for summary judgment and dismissed Wolfkill's lawsuit. The trial court ruled that as a matter of law Michele was a co-guarantor under the 1998 Note and that the effect of the Forbearance Agreement and the 1999 Amended Note was to discharge Michele's obligation as a co-guarantor. Michele requested an award of $88,668 in attorney fees and costs under the terms of the 1998 Note and the 1998 Credit Application. The court reduced the amount requested and awarded $77,652 in attorney fees. Wolfkill appeals.
ANALYSIS
Wolfkill contends the trial court erred in ruling that (1) Michele and David are guarantors under the 1998 Note, and (2) Michele was released from her obligation to pay for North Fork's debt. Wolfkill asserts Michele and David are primary obligors on the 1998 Note. Wolfkill also asserts Michele was not released from her obligation under the 1998 Note and the 1998 Credit Application because Wolfkill expressly reserved its rights against her in the 1999 Amended Note and the Forbearance Agreement.
When reviewing summary judgment, this court engages in the same inquiry as the trial court. Wilson Court Ltd. P'ship v. Tony Maroni's, Inc., 134 Wn.2d 692, 698, 952 P.2d 590 (1998). Summary judgment is appropriate if there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. CR 56(c). The interpretation and legal effect of a contract is a question of law we review de novo. Wilson, 134 Wn.2d at 698.
Michele Youngquist's Obligation
Wolfkill contends Michele is liable under the 1998 Note as an obligor and not as a co-guarantor. Wolfkill also contends that Michele's guaranty in the 1998 Credit Application supports its interpretation of the 1998 Note.
The primary goal in interpreting a contract is to ascertain the parties' intent. To determine intent, the focus is on the objective manifestation of the parties in the written contract rather than the unexpressed subjective intent of either party. Hearst Commc'ns, Inc. v. Seattle Times Co., 154 Wn.2d 493, 504, 115 P.3d 262 (2005). The court must also consider "'the contract as a whole, the subject matter and objective of the contract, all the circumstances surrounding the making of the contract, the subsequent acts and conduct of the parties to the contract, and the reasonableness of respective interpretations advocated by the parties.'" Berg v. Hudesman, 115 Wn.2d 657, 667, 801 P.2d 222 (1990) (quoting Stender v. Twin City Foods, Inc., 82 Wn.2d 250, 254, 510 P.2d 221 (1773). We determine the meaning of what is written according to the words used. Id. at 669. If a contract is equally susceptible of two or more constructions, it should be construed against the drafter. McDonald v. State Farm Fire Cas. Co., 119 Wn.2d 724, 733, 837 P.2d 1000 (1992).
On March 17, 1998, David, as the President of North Fork, and David and Michele, as individuals, signed the 1998 Note. The principal sum of the 1998 Note was $153,427 at 18 percent per annum, with payment due on or before November 30, 1998, "or at order."
PROMISSORY NOTE
. . .
FOR VALUE RECEIVED, Dave Michelle [sic] Youngquist personally guarantee as owners of Northfork Farms, Inc. and promise to pay to WOLFKILL FEED FERTILIZER CORPORATION, on or before November 30, 1998 or at order, at Monroe, Washington, the principal sum of One Hundred Fifty Three Thousand Four Hundred Twenty Seven 07/100 Dollars ($153,427.07) with interest on unpaid principal at the rate of Eighteen (18%) percent per annum.
Each payment shall be credited first on interest due and the remainder on principal; and interest shall thereupon cease upon the principal so credited. Principal and interest payable in lawful money of the United States.
If action be instituted on this note, I/we agree to pay such sum as the Court may fix as attorney's fees./s/ /s/_______________________ Dave Youngquist, Individual Michele Youngquist, Individual
/s/_______________________________________ Northfork Farms, Inc., David Youngquist President
3-17-98 Date
On March 17, David and Michele also signed a new credit application. There is no dispute that in the 1998 Credit Application, David and Michele agreed to "unconditionally guarantee personally any and all indebtedness applying to business with WOLFKILL FEED FERTILIZER CORPORATION. . . . This Personal Guarantee shall remain in force and effect until written revocation is made by the undersigned, and shall cover any and all indebtedness already extended to the applicants business."
Wolfkill relies on the fact that the 1998 Note is titled a "Promissory Note" and includes a "promise to pay" to argue Michele is an obligor. Wolfkill also argues that characterizing Michele's obligation in the 1998 Note as a guarantor is redundant because David and Michele guaranteed North Fork's debt in the 1998 Credit Application.
Michele relies on the language in the 1998 Note that "Dave Michelle [sic] Youngquist personally guarantee as owners of Northfork [sic] Farms, Inc." to argue she is a co-guarantor and not a joint obligor of North Fork's debt. Michele also contends the 1998 Note and the 1998 Credit Application are not inconsistent because of the nature of a guaranty and the fact that the 1998 Note guaranteed payment of North Fork's 1997 debt and the guaranty in the 1998 Credit Application included the credit advanced for the 1998 growing season. We agree with Michele's interpretation of the 1998 Note.
As a preliminary matter, the title of the 1998 Note is not legally conclusive in determining whether Michele is an obligor or a guarantor. Main v. Taggares, 8 Wn. App. 6, 10, 504 P.2d 309 (1972). Second, the language that Michele and David, as the owners of North Fork, "personally guarantee" the debt, clearly modifies the debtor's "promise to pay." The signature lines also explicitly establish separate obligations. David, as president, signed on behalf of North Fork. David and Michele, each signed separately as "individuals." We conclude the language of the 1998 Note creates separate obligations for North Fork's debt for the 1997 growing season — North Fork is the primary obligor and David and Michele are co-guarantors of North Fork's debt.
The well-established principle that you cannot guaranty your own obligations also supports the conclusion that Michele and David are co-guarantors under the 1998 Note. Wilson, 134 Wn.2d at 707. A guaranty is a collateral promise that is independent from the debt. Robey v. Walton Lumber Co., 17 Wn.2d 242, 255, 135 P.2d 95 (1943). A guaranty promises the creditor that the guarantor will perform in the event of nonperformance by the debtor.
'The debtor is not a party to the guaranty, and the guarantor is not a party to the principal obligation. The undertaking of the former is independent of the promise of the latter; and the responsibilities which are imposed by the contract of guaranty differ from those which are created by the contract to which the guaranty is collateral. The fact that both contracts are written on the same paper or instrument does not affect the independence or separateness of the one from the other.'
Id. at 255.
Here, there is no dispute that the amount due on the 1998 Note was for North Fork's debt from the 1997 growing season. Construing the 1998 Note to mean that Michele had a primary obligation to pay North Fork's debt is contrary to the nature of a guaranty and the express language requiring David and Michele to personally guaranty the 1997 debt.
1999 Agreements Between David, North Fork Farms, and Wolfkill Even if Michele is a co-guarantor under the 1998 Note, Wolfkill contends that she is still liable for North Fork's debt because Wolfkill expressly reserved its rights against Michele on the 1998 Note in the Forbearance Agreement and in the 1999 Amended Note. Michele contends that a creditor's release of one guarantor without the consent of the other guarantor discharges the co-guarantor's obligations. Michele asserts that despite Wolfkill's reservation of rights against her as a joint obligor, the release of David, as a co-guarantor, without her consent, discharged her obligations to Wolfkill under the 1998 Note and 1998 Credit Application.
In support, Michele relies on Blewett v. Bash, 22 Wash. 536, 542-543, 61 P. 770 (1900) (release of one of several joint guarantors will not effect a discharge of the others, unless the release of the one is granted without the consent or acquiescence of such others); Columbia Bank, N.A. v. New Cascadia Corp., 37 Wn. App. 737, 682 P.2d 966 (1984) (although the release of one co-guarantor without the consent of the other discharges the liability of all, because the terms of the guaranty permitted the creditor to release one guarantor without releasing all, the remaining guarantor was not relieved of liability even though the creditor released the co-guarantor without his consent); and Franco v. Peoples Nat'l Bank, 39 Wn. App. 381, 693 P.2d 200 (1984) (where a creditor releases one guarantor, without the prior consent of the co-guarantors, the co-guarantors are released to the extent to which they could have claimed contribution from the released guarantor had he not been released).
Wolfkill relies on Lilenquist Motors, Inc. v. Monk, 64 Wn.2d 187, 390 P.2d 1007 (1964) and Axess International, Ltd. v. Intercargo Ins. Co., 183 F.3d 935 (9th Cir. 1999), to argue that by expressly reserving its rights against Michele, her obligation was not affected by the Forbearance Agreement and the 1999 Amended Note with the debtor and co-guarantor.
Because we conclude Michele was not an obligor under the 1998 Note, the other cases Wolfkill relies on are inapposite. Seafirst Ctr. Ltd. P'ship v. Erickson, 127 Wn.2d 355, 898 P.2d 299 (1995) (release of one partner of a joint obligation does not discharge all partners provided rights are reserved against non-settling partners); Johnson v. Stewart, 1 Wn.2d 439, 445, 96 P.2d 473 (1939) ("where it clearly appears that the releasor intended to release a particular joint obligor only and to retain his rights against others, that intent will be given effect"); North Pac. Pub. Serv. Co. v. Clark, 185 Wash. 132, 134, 52 P.2d 1255 (1936) ("release by a creditor of one of several persons who are jointly or jointly and severally obligated is to discharge them all" unless in the release, "there is an express reservation of rights against the co-obligor or co-obligors.").
In Lilenquist, when the debtor defaulted on a promissory note for the purchase of a truck, Lilenquist filed separate lawsuits against the debtor and the guarantor. Lilenquist, 64 Wn.2d 187. Because the debtor was insolvent, Lilenquist agreed to sell the truck and apply the proceeds to the debt. The debtor agreed to a default judgment for the remaining amount owed and Lilenquist agreed not to execute on the judgment but reserved his rights against the guarantor. Id. at 188. The trial court held that because the agreement between Lilenquist and the debtor constituted a compromised settlement of the debt, the agreement released the guarantor. Id. The Washington Supreme Court reversed and held the agreement was "merely an agreement not to execute." Id. at 188. The court concluded the guarantor was not discharged based on the rule that the release of the principal does not release the surety if there is an express reservation of the creditor's rights against the surety. Id. at 189. In reaching this conclusion, the Lilenquist court relied on the Restatement of Security § 122 and on Comment on Clause (b). Id. at 189.
Restatement of Security § 122 states:
Where the creditor releases a principal, the surety is discharged, unless (a) the surety consents to remain liable notwithstanding the release, or (b) the creditor in the release reserves his rights against the surety.
Restatement of Security § 122 (1941).
Comment on Clause (b) describes the rationale for the rule that the guarantor is not released when the creditor releases the debtor with an express reservation of rights. Under the Comment, a release with a reservation of rights against the guarantor is construed as a covenant not to sue.
Comment on Clause (b):
d. Reservation of rights by creditor. Where the creditor releases the principal but reserves his rights against the surety, this is construed as a covenant not to sue the principal. Historically, the covenant not to sue did not prevent a suit in violation of the covenant, although a liability might be incurred by such a suit. The creditor, by a release with reservation of rights against the surety, was in effect notifying the principal that, in spite of the release, the surety might pay . . . and that the principal would then be liable to reimburse the surety. Since the release was regarded as only a covenant not to sue, even the surety's right of subrogation was technically preserved. . . . The principal had no cause for complaint, since, having accepted his release with the reservation, he necessarily accepted the consequence that the liability might still be enforced against him through action by the surety.
Restatement of Security § 122 cmt. d (1941).
In Axess, the creditor agreed to not enforce the obligation against the debtor in exchange for payment that was less than the judgment amount and a release with a reservation of rights against "any other parties." Axess, 183 F.3d 935. Based on the express reservation of rights in the release with the debtors, the Ninth Circuit Court held the guarantor was not released. Id. at 938.
But, here, unlike in Lilenquist and Axess, by entering into the Forbearance Agreement and the 1999 Amended Note, Wolfkill not only released the principal debtor, North Fork, from the debt under the 1998 Note, Wolfkill also released the co-guarantor, David. In addition, the 1999 agreements with North Fork and David were not simply a covenant not to sue. And, under the rationale permitting a creditor to reserve its claims against the guarantor, Michele was entitled to seek reimbursement from the released debtor, North Fork, and the co-guarantor, David based on the original obligation.
The 1999 Amended Note is for $161,295 at 12 percent interest per annum. According to Wolfkill's accounting, the principal sum of the 1999 Amended Note represented North Fork's debt as of the date the 1999 Amended Note was executed. David signed the Amended Note as president of North Fork and as an individual.
The 1999 Amended Promissory Note provides in pertinent part:
The undersigned . . . consent to any renewals and extensions of the time of payment hereof and further agree that security may be released without affecting the liability of any party to this Note . . . the obligations of the signors shall be joint and several. Each and every party signing or endorsing this Note hereby agrees to be bound as a principal and not a surety.
This Note is secured by real property as set forth in the Forbearance Agreement executed this same date. This Note modifies the terms of the obligation of the Makers set forth in that Promissory Note dated March 17, 1998 in favor of Wolfkill in the amount of $153,427.07, which is presently in default and, to that extent, the obligation in this Note supercedes [sic] the Makers' obligation in the 1998 Note. The other obligor under the 1998 Note, Michelle [sic] Youngquist, remains obligated under that Note. The obligations set forth in the 1998 Note were incurred for commercial purposes.
The 1999 Amended Note states that it expressly supersedes the 1998 Note. And even though the Forbearance Agreement, to not execute against North Fork and David, also recites that Wolfkill is only extending payment on the 1998 Note, the 1999 Amended Note fundamentally changed the terms of the original Note. For instance, the 1999 Amended Note changes the amount owed and the payment schedule; includes a new provision concerning renewals and extensions; and explicitly identifies North Fork and David as "joint and several" obligors for the new amount owed. In expressly superseding the 1998 Note and changing the terms of the original obligation, we conclude the 1999 Amended Note and Forbearance Agreement had the effect of releasing both North Fork, as the principal obligor, and David, as the co-guarantor for the 1998 Note and the 1998 Credit Application.
The Forbearance Agreement provides in pertinent part:
C. David Youngquist has requested an extension of time to pay the Note, and has offered the real property of North Form [sic] Farms, Inc. as security for that extension. Wolfkill is willing to forbear immediate collection and amend and extend the terms of the Note, allowing David Youngquist additional time to satisfy his obligation.
D. . . . Michelle Youngquist's obligations under the original defaulted Note remain undisturbed.
And, without Michele's prior consent or a reservation of rights in the 1998 Note or the 1998 Credit Application allowing Wolfkill to release David as a co-guarantor, Wolfkill's release also discharged Michele's obligation as a guarantor for North Fork's debt under the 1998 Note and 1998 Credit Application. Lilenquist, 64 Wn.2d 187; Axess, 183 F.3d 935. Unlike the language used in the 1999 Amended Note, neither the 1998 Note nor the 1998 Credit Application contains language consenting to a release of a guarantor. Michele agreed to guaranty North Fork's debt under the terms of the 1998 Note and the 1998 Credit Application. The 1999 Amended Note does not merely extend the payment terms under the prior agreements but significantly modifies and supersedes the terms of Michele's obligation. Because the 1999 Amended Note and the Forbearance Agreement supersedes the 1998 Note and modifies North Fork's debt, we conclude Michele's obligation as a co-guarantor under the 1998 Note and the 1998 Credit Application was discharged.
The language in the 1999 Amended Note states that the signors consent to "any renewals and extensions of the time of payment" and "an agreement that security may be released without affecting the liability of any party to this Note. . . ."
In the alternative, Wolfkill also argues that because it made a demand upon Michele after North Fork was in default, Michele is precluded from asserting that she is released from her obligation for North Fork's debt. The case Wolfkill relies on, Schinnel v. Doyle, 6 Wn. App. 830, 496 P.2d 566 (1972), is distinguishable. In Schinnel, the court held the primary surety, Doyle, was not released when the creditor entered into an agreement with the subsureties extending the time for payment. Id. at 836. The court concluded the creditor merely sought to mitigate damages by entering into the agreement. Id. Here, the 1999 Amended Note was not merely an agreement extending the time for payment. Rather, 1999 Amended Note explicitly modified and replaced North Fork's and David's obligations under the 1998 Note and the 1998 Credit Application.
Attorney Fees
Wolfkill also challenges the amount of attorney fees the court awarded. Below, and on appeal, Wolfkill argues that because the facts were undisputed and the law is established, the number of hours Michele's attorneys billed was unreasonable.
We review whether the amount of attorney fees awarded was reasonable under an abuse of discretion standard. Ethridge v. Hwang, 105 Wn. App. 447, 459-460, 20 P.3d 958 (2001). A trial judge has broad discretion in determining the reasonableness of a fee award. Id. A decision is manifestly unreasonable if it is outside the range of acceptable choices. In re Marriage of Horner, 151 Wn.2d 884, 894, 93 P.3d 124 (2004).
In determining the amount of attorney fees under the lodestar method, the court multiplies the reasonable hourly rate by the number of hours reasonably spent on the lawsuit. Crest Inc. v. Costco Wholesale Corp., 128 Wn. App. 760, 115 P.3d 349, 351 (2005). While the court should exclude any wasteful or duplicative hours and any hours for unsuccessful theories or claims, "[a]n 'explicit hour-by-hour analysis of each lawyer's time sheets' is unnecessary" as long as the court considers relevant factors and gives reasons for the amount awarded. Mahler v. Szucs, 135 Wn.2d 398, 434, 957 P.2d 632 (1998).
Here, the findings and conclusions reflect the trial court's consideration of duplicative effort and the court's independent evaluation of the attorney fee amount awarded. The trial court reduced the amount of attorney fees requested through summary judgment by ten percent and reduced the other fees by forty percent.
Finding of Fact 7 states:
[a]fter reviewing all evidence submitted, including invoices from Bullivant Houser Bailey PC, and in view of the findings in the previous paragraph, the Court finds there should be a reduction of the fees submitted by Bullivant Houser Bailey PC's fee application of $68,250.50 through summary judgment, which excluded settlement discussions, of 10 percent to an amount of $61,425.40.
In Conclusion of Law 3, the court reiterates that its award was based on an independent evaluation of the amount billed and the degree of skill necessary to successfully defend.
[i]n reducing the award to $77,652.03 from the total amount requested by Ms. Youngquist of $88,668.55, . . . [t]his reduction represents the Court's own independent review, and exercise of discretion, based on the Court's own evaluation of attorney invoices and reflects the value the Court believes defense counsel at Bullivant Houser Bailey PC brought to the case and the degree of expertise and skill exercised in the defenses successfully made.
On this record, we conclude the trial court's attorney fee award was not an abuse of discretion.
CONCLUSION
We affirm the trial court's order granting Michele's motion for summary judgment and dismissing Wolfkill's lawsuit. We also affirm the trial court's award of attorney fees. As the prevailing party on appeal, Michele is entitled to attorney fees and costs based on the provisions of the 1998 Note and the 1998 Credit Application upon compliance with RAP 18.1.
BECKER and AGID, JJ., concur.