G.W. Equipment Leasing, Inc. v. Mt. McKinley Fence Co.
G.W. Equipment Leasing, Inc. v. Mt. McKinley Fence Co.
Opinion of the Court
This appeal presents the question whether an Arizona husband may enter into a contract in Washington which obligates his community property when, under Arizona law, he could not bind the community because his wife had not signed the contract as a party. We conclude that Arizona law applies in this situation and reverse the trial court’s entry of summary judgment in favor of G.W. Equipment Leasing, Inc.
FACTS
In August 1995, Washington corporations Mt. McKinley Fence Co. and G.W Equipment entered into a leasing agreement which provided that it would be “governed by and construed at all times by the laws of the state of Washington.” As security for this lease, Edward Lindstrom, Mt. McKinley’s sole shareholder, signed a guaranty agreement which personally bound him to “each and every covenant and obligation” under the lease. The guaranty agreement itself reflects that Lindstrom signed and his wife Georgia witnessed the agreement in Scottsdale, Arizona, where they live.
Mt. McKinley eventually defaulted on the leasing contract, and G.W Equipment brought suit in Washington against Mt. McKinley, Lindstrom, and “his marital community.” In response to G.W. Equipment’s second summary judgment motion, Lindstrom
DISCUSSION
In his “jurisdictional challenge,” Lindstrom contends that the trial court had no authority to enter a judgment binding his marital community because (1) a marital community cannot be a “party” against whom judgment may be entered under CR 54, (2) the trial court did not have personal jurisdiction over Georgia Lindstrom,
Washington and Arizona community property statutes similarly provide that a debt incurred by one spouse while acting for the benefit of the marital community is a community obligation, regardless of whether or not the other spouse approves it.
G.W. Equipment responds that “traditional choice of law principles dictate that Washington law will apply [to] the [g]uaranty.” G.W. Equipment is' correct that in the absence of an effective choice of law by the parties, the validity and effect of a contract will be governed by the law of the state having the most significant relationship with the contract.
Application of [the significant relationship] principle does not involve merely counting the contacts. Rather these contacts are guidelines indicating where the interests of particular states may touch the transaction in question. For instance, the state of contracting (the place where the last act necessary to create a binding contract was performed) may be relatively insignificant unless it is also the state of the domicile of the parties ... in which case that state may have some real interest in protecting its residents or policing acts occurring within its borders. . . .[11 ]
In Potlatch, the court analyzed the community liability of a Washington couple on an Idaho debt incurred by the husband alone. It identified significant contacts and considered “the interests and policies” of Washington and Idaho along with the expectations of the parties. After noting that Washington’s community property system “constitutes the most important element of married women’s property rights,” the Potlatch court concluded that “[t]he wife’s rights to her share of the community property, and the concurrent restrictions on the husband’s power to manage that property, are basic to Washington law.”
In Colorado National Bank v. Merlino,
As evidenced by Potlatch and Merlino, Washington courts apply Washington law to determine the rights and authority of Washington spouses to enter into contracts affecting their community property. For Washington courts
Although not controlling here, Arizona courts have adopted this approach. In Lorenz-Auxier Financial Group, Inc. v. Bidewell,
Having determined that Arizona law should govern the question of whether Lindstrom’s marital community was bound by his execution of the guaranty agreement, the next question is whether, under Arizona law, Georgia ratified the agreement by signing it as a witness.
As a final matter, Lindstrom requests attorney fees under RCW 4.84.330, which mandates an award of reasonable attorney fees to the prevailing party where a contract or agreement so provides.
Because Arizona law applies to this contract, and because G.W. Equipment has failed to meet its burden of proving that Georgia ratified the guaranty agreement, we reverse and remand for further proceedings consistent with this opinion.
Reversed and remanded.
Coleman and Webster, JJ., concur.
“Lindstrom” refers collectively to Mt. McKinley and Lindstrom.
Georgia joined by special appearance to contest the trial court’s jurisdiction over the marital community, but she is not a party to this appeal.
When a marital community is being sued on a contract entered into by one of the spouses, proper service on one member of the community is sufficient to bind the community. Oil Heat Co. v. Sweeney, 26 Wn. App. 351, 613 P.2d 169 (1980). Thus, if the marital community were hable, service on Lindstrom alone was sufficient.
G.W Equipment asserts that Lindstrom’s argument “is not one of jurisdiction but rather choice of law.” It also asserts that Granite Equip. Leasing Corp. v. Hutton, 84 Wn.2d 320, 525 P.2d 223, 72 A.L.R.3d 1172 (1974), controls this issue. That case considered an Arizona corporation’s argument that, because a guaranty agreement executed by its officers in Washington was ultra vires under Arizona law, Washington courts could not enforce it. Noting that “[n]o act of a corporation shall be invalid by reason of the fact that the corporation was without the capacity or power to do such act,” the court rejected its argument. Id. at 327. Granite Equipment does not apply here because the same reasoning does not apply to marital communities.
See RCW 26.16.030; Ariz. Rev. Stat. §§ 25-214 and 215. Both parties agree that the leasing agreement benefited the Lindstrom marital community.
Ariz. Rev. Stat. § 25-214(C) provides that “[ejither spouse separately may acquire, manage, control, or dispose of community property, or bind the community, except that joinder of both spouses is required in any of the following cases .... Any transaction of guaranty, indemnity, or suretyship.”
Geronimo Hotel & Lodge v. Putzi, 151 Ariz. 477, 480, 728 P.2d 1227, 1230 (1986).
As an initial matter, G.W Equipment argues that the choice of law provision in the leasing agreement is dispositive because “parties may legally contract to be bound by the law of either jurisdiction . . . .” Escrow Serv. Co. v. Cressler, 59 Wn.2d 38, 42, 365 P.2d 760 (1961). But as Lindstrom points out, Georgia was not a party to the original leasing agreement. Although Washington courts have not addressed this issue, Arizona courts hold that choice of law provisions in leases are not controlling on related guaranty agreements which describe duties and obligations of different people. Phoenix Arbor Plaza, Ltd. v. Dauderman, 163 Ariz. 27, 785 P.2d 1215 (1989). This is a logical approach.
Pacific Gamble Robinson Co. v. Lapp, 95 Wn.2d 341, 622 P.2d 850 (1980). In Baffin Land Corp. v. Monticello Motor Inn, Inc., 70 Wn.2d 893, 900, 425 P.2d 623 (1967), the Washington Supreme Court abandoned the “lex loci contractus” rule, which provided that the place of the contract’s execution should determine the law applied, for the “most significant relationship” test, which considers a variety of factors to determine results which are “less arbitrary and more just.”
76 Wn.2d 806, 459 P.2d 32 (1969).
Id. at 813. The court also endorsed the California Supreme Court’s observation that: “disabilities to sue and immunities from suit because of a family relationship are more properly determined by reference to the law of the state of the family domicile. That state has the primary responsibility for establishing and regulating the incidents of the family relationship and it is the only state in which the parties can, by participation in the legislative processes, effect a change in those incidents. Moreover, it is undesirable that the rights, duties, disabilities, and immunities conferred or imposed by the family relationship should constantly change as members of the family cross state boundaries during temporary absences from their home.” Id. (quoting Emery v. Emery, 45 Cal. 2d 421, 428, 289 P.2d 218, 223 (1995)).
See also Pacific Gamble, 95 Wn.2d 341, where the Washington Supreme Court determined that Colorado law should apply where a Colorado couple signed a promissory note in Colorado which related to a Colorado business, but then moved to Washington after defaulting on the note. Under those facts, it was more reasonable to conclude that, although the couple resided in Washington at the time of the action, Colorado had a more significant relationship with the contract, and the couple’s rights were governed by Colorado law at the time they signed the note.
35 Wn. App. 610, 668 P.2d 1304, review denied, 100 Wn.2d 1032 (1983).
Id. at 620, 621.
160 Ariz. 218, 772 P.2d 41 (Ct. App. 1989).
G.W Equipment’s estoppel argument fails because there is no evidence that G.W Leasing relied on an understanding that the Lindstrom marital community would be obligated by the lease. See All-Way Leasing, Inc. v. Kelly, 182 Ariz. 213, 217, 895 P.2d 125, 129-30 (1994).
All-Way Leasing, Inc. v. Kelly, 182 Ariz. 213, 216, 895 P.2d 125 (1994).
Id. G.W Equipment contends that Hall v. Weatherford, 32 Ariz. 370, 259 P. 282, 284-85, 56 A.L.R. 903 (1927) controls here. But Hall was decided in 1927, well before Ariz. Rev. Stat. § 25-214(C) was enacted.
Iwai v. State, 129 Wn.2d 84, 96, 915 P.2d 1089 (1996).
Singleton v. Frost, 108 Wn.2d 723, 727, 742 P.2d 1224 (1987).
Klaas v. Haueter, 49 Wn. App. 697, 708, 745 P.2d 870 (1987).
Reference
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- G.W. Equipment Leasing, Inc. v. Mt. McKinley Fence Co., Inc.
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