No. 55829-3-IThe Court of Appeals of Washington, Division One.
Filed: October 3, 2005 UNPUBLISHED OPINION
Appeal from Superior Court of King County. Docket No. 03-2-23996-8. Judgment or order under review. Date filed: 01/31/2005. Judge signing: Hon. Carol A. Schapira.
Counsel for Appellant(s), Anna Giiovannini (Appearing Pro Se), 6109 106th Avenue N.E., Kirkland, WA 98033.
Counsel for Respondent(s), James R. Ihnot, Attorney at Law, 610 Market St Ste 100, Kirkland, WA 98033-5451
PER CURIAM.
Anna Giovannini borrowed $200,000. On appeal, she contends that she is not personally liable under the terms of the promissory note. We disagree and affirm the trial court’s entry of judgment.
Respondent Georgia Ausen filed this action against her sister, appellant Anna Giovannini, seeking repayment of a $200,000 loan. Following a bench trial on October 18, 2004, the trial court entered findings of fact and conclusions of law. The trial court’s written findings of fact, which are unchallenged on appeal, establish the following sequence of events. See In re Estate of Jones, 152 Wn.2d 1, 8, 93 P.3d 147 (2004) (unchallenged findings of fact become verities on appeal).
Giovannini borrowed $200,000 from Ausen. On February 16, 1995, Giovannini signed a promissory note evidencing the debt and delivered it to Ausen. The trial court found that the relevant note, replaced another note that had been considered by the parties during negotiations. The trial court also found that `the note was secured against a pro rata portion of Anna Giovannini’s beneficial interest in a $480,000 Note and Deed of Trust’ recorded against a Kirkland property apparently belonging to Giovannini’s son.
Giovannini made interest-only payments on the loan until April 2003, at which time Ausen demanded payment in full. The trial court found that the note was payable on demand and that Giovannini was in default. The court concluded that Giovannini was individually liable on the note for the principal amount, together with interest, court costs, and reasonable attorney fees, and entered judgment in favor of Ausen. The court denied Giovannini’s motion for reconsideration.
Following entry of an amended judgment on November 24, 2004, Giovannini again moved for reconsideration. The trial court denied the motion on December 1, 2004, but `clarifie[d]’ the judgment to be interpreted in a manner consistent with the terms of the Note. The principal and interest of the loan will be only against the pro rata portion of the Defendant’s beneficial interest in the Note.
Ausen then sought clarification of this portion of the trial court’s ruling. On January 11, 2005, the court granted Ausen’s motion, clarifying that the judgment was against Giovannini individually and against the `pro rata portion’ of Giovannini’s beneficial interest in the $480,000 note. The court also added the following explanation:
The court’s `clarification’ which caused this motion was that the relief is available against a portion only of the $480,000 Note; this does not limit pursuing judgment against other assets of Ms. Giovannini to satisfy the judgment. The court apologizes for any confusion.
The court denied Giovannini’s motion to clarify the clarification.
Giovannini’s primary contention on appeal is that the trial court erred in entering a judgment against her individually. She argues that under the terms of the note, Ausen’s exclusive remedy was to enforce the judgment against the $480,000 note and deed of trust and that as a matter of law, she cannot be personally liable for the $200,000 that she borrowed from Ausen. The record does not support these contentions.
Our primary objective when interpreting a written contract is to ascertain the parties’ intent. U.S. Life v. Williams, 129 Wn.2d 565, 569, 919 P.2d 594 (1996). Under the `context rule’ in Washington, a court determines the intent of the parties by viewing the contract as a whole, which includes the subject matter and intent of the contract, examination of the circumstances surrounding its formation, subsequent acts and conduct of the parties, the reasonableness of the respective interpretations advanced by the parties, and statements made by the parties during preliminary negotiations, trade usage, and/or course of dealing.
Adler v. Fred Lind Manor, 153 Wn.2d 331, 351, 103 P.3d 773
(2004). Extrinsic evidence is admissible for the limited purpose of determining the parties’ intent even if contract language is unambiguous, but may not be used to contradict the written terms. Hollis v. Garwell, Inc., 137 Wn.2d 683, 695, 974 P.2d 836 (1999).
Giovannini’s arguments rest solely on the following language in the promissory note that she signed. After preprinted language reciting that `Each maker of this note executes the same as a principal and not as a surety,’ a typewritten addition continues: `provided this Note is secured by and enforceable only against a pro rata portion of maker’s beneficial interest in a $480,000 Note and Deed of Trust recorded . . . under King Co. Rec. # 9406080647, subject to all foregoing provisions.’ (Emphasis added). Giovannini does not suggest that her interpretation reflects the parties’ intent. Because Giovannini has not submitted a verbatim report of proceedings, we cannot determine whether or to what extent she may have raised this issue at trial. It is apparent from the written findings that the trial court considered at least some evidence regarding the parties’ negotiations.
In any event, we do not agree with Giovannini’s interpretation. As the trial court concluded in rejecting Giovannini’s post-trial attempts to raise the issue, the provision indicates nothing more than the parties’ attempt to limit enforcement against the $480,000 Note and Deed of Trust to a `pro rata’ share. The portion of the note that Giovannini relies on expressly states that it is `subject to all foregoing provisions,’ which include Giovannini’s promise to pay. Viewed in context, the provision cannot reasonably be understood as absolving Giovannini of personal liability for the $200,000 that she borrowed.
Giovannini repeatedly refers to excessive interest charges and `unclean hands.’ But she has not supported these allegations with any references to the record, citation of authority, or relevant legal argument. Accordingly, we do not consider them. See Saunders v. Lloyd’s of London, 113 Wn.2d 330, 345, 779 P.2d 249
(1989) (appellate court will not consider issues unsupported by adequate argument and authority). Under the terms of the promissory note, Ausen is entitled to an award of attorney fees as the prevailing party on appeal. See RCW 4.84.330. Her request for attorney fees is therefore granted, subject to compliance with RAP 18.1(d).
Affirmed.
APPELWICK, GROSSE and BAKER, JJ., concur.