Angelo Tsakopoulos v. Alameda Investments, LLC
686 F. App'x 428
| 9th Cir. | 2017Background
- Appellants Angelo Tsakopoulos and Brian C. Vail were co-guarantors under a Repurchase Guaranty executed to induce Pulte Investments, Inc. to close on a real-estate sale; Alameda was the other co-guarantor.
- The Guaranty made co-guarantors jointly and severally liable to repurchase the property if certain permits could not be obtained, and expressly stated it was "for the sole protection and benefit of Pulte."
- The Guaranty contained express waivers by the guarantors of "rights of contribution" and related suretyship claims, and a provision that covenants remain "so long as any Repurchase Obligation is unsatisfied."
- Pulte was fully satisfied (paid) under a later settlement; appellants subsequently asserted equitable contribution claims and filed them in bankruptcy.
- The bankruptcy court disallowed appellants’ contribution claims; the district court affirmed; appellants appealed to the Ninth Circuit.
Issues
| Issue | Plaintiff's Argument (Tsakopoulos/Vail) | Defendant's Argument (Alameda/Pulte) | Held |
|---|---|---|---|
| Whether the Guaranty’s waiver of contribution is enforceable against appellants | The waiver cannot be enforced to bar their statutory/common-law contribution claims | The Guaranty’s plain language validly waives contribution and bars appellants’ claims | Waiver is enforceable; claims disallowed (affirmed) |
| Whether only Pulte may enforce waiver language because Guaranty is "for the sole protection and benefit of Pulte" | That clause means only Pulte can benefit/enforce waivers; Alameda cannot invoke them against guarantors | The court rejects that reading as rendering other provisions meaningless and inconsistent with the Guaranty | Court rejects appellants’ sole-benefit enforcement argument; waivers apply as written |
| Whether waivers became inoperative after the Guaranty was satisfied by settlement | Waiver extinguished when Guaranty was fully satisfied, reviving contribution rights | Waiver operated prospectively and validly surrendered future contribution rights despite later extinguishment | Waiver remains effective to bar the contribution claims that would have arisen after payment; later extinguishment irrelevant |
| Whether waiver of contribution under Cal. Civ. Code § 2848 excludes contribution rights under § 1432 | Appellants claim difference between statutory sections preserves some contribution rights | Alameda argues both sections describe same equitable right in co-guarantor context | Court finds §§ 1432 and 2848 describe the same right here; waiver covers both |
Key Cases Cited
- In re AFI Holding, 525 F.3d 700 (2008) (standard of review for appeals from bankruptcy courts)
- In re U.S. Fin. Sec. Litig., 729 F.2d 628 (9th Cir. 1984) (contract interpretation is a question of law when no extrinsic evidence is considered)
- City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 68 Cal.App.4th 445 (1998) (contract language should not be interpreted to render other provisions nugatory)
- Ebensteiner Co. v. Chadmar Grp., 143 Cal.App.4th 1174 (2006) (settlement operates as merger and bar as to preexisting claims resolved)
- Morgan Creek Residential v. Kemp, 153 Cal.App.4th 675 (2007) (equitable right to contribution arises after a co-obligor pays more than his share)
- Gonzales v. Superior Court, 3 Cal.2d 260 (1935) (chapter and section headings carry interpretive weight)
- Whittaker Corp. v. Execuair Corp., 953 F.2d 510 (1992) (argument forfeited if not raised below)
- U.S. Leasing Corp. v. duPont, 69 Cal.2d 275 (1968) (judicial function to interpret written instruments absent extrinsic evidence)