BANK OF NEW YORK MELLON v. RHIEL, Trustee., 122 N.E.3d 1219

Vodrick and Marcy Perry owned residential real property as joint tenants; Vodrick signed the promissory note alone.
Both spouses signed, initialed every page of, and acknowledged before a notary the mortgage instrument; the mortgage’s first-page definition of “Borrower” names only Vodrick.
The mortgage includes a cosigner clause addressing a ‘‘Borrower who co-signs but does not execute the Note’’ (unnamed there), and later lists Vodrick typed as ‘‘Borrower’’ and Marcy handwritten next to the same designation.
In the Perry Chapter 7 bankruptcy, the trustee sought a declaration that the mortgage did not encumber Marcy’s interest; the bankruptcy court found the mortgage ambiguous and admitted extrinsic evidence, concluding Marcy intended to mortgage her interest.
The Sixth Circuit BAP certified two questions to the Ohio Supreme Court: (1) whether a signatory not identified by name in the body but who signed/initialed is a mortgagor of her interest; and (2) whether such a mortgage is invalid as a matter of law so that parol evidence is inadmissible.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a person who signs & initials a mortgage but is not named in the body is a mortgagor of their interest	Trustee: if the body does not name the signatory, the mortgage does not encumber that person’s interest (mortgage inoperative)	Bank: signing & initialing can bind the signatory; courts of appeals have held signing alone can mortgage the signatory’s interest	It is possible: failure to name a signatory in the body does not automatically prevent that person from being a mortgagor; intent must be shown by the instrument as a whole (signature may suffice when the contract as a whole indicates intent)
Whether such a mortgage is invalid as a matter of law and parol evidence is barred	Trustee: absence of name in body renders the mortgage unenforceable as to that person so parol evidence is unnecessary	Bank: mortgage not invalid solely for omission; extrinsic evidence may clarify intent	No: a properly signed, initialed, and acknowledged mortgage is not invalid as a matter of law for omission of the signatory’s name; where ambiguous, parol evidence is admissible to determine intent

Delfino v. Paul Davies Chevrolet, Inc., 2 Ohio St.2d 282 (1965) (failure to comply with statutory execution formalities can render an instrument unenforceable)
Dodd v. Bartholomew, 44 Ohio St. 171 (1886) (statute, not common law, prescribes formalities for conveyances in Ohio)
Kostelnik v. Helper, 96 Ohio St.3d 1 (2002) (contract requires meeting of the minds and reasonably certain essential terms)
Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 Ohio St.3d 51 (1989) (primary goal in contract construction is to ascertain parties’ intent)
Westfield Ins. Co. v. Galatis, 100 Ohio St.3d 216 (2003) (presumption that written contract reflects parties’ intent)
Preferred Capital, Inc. v. Power Eng. Group, Inc., 112 Ohio St.3d 429 (2007) (a party’s signature generally manifests intent to be bound)
Sanders v. McNutt, 147 Ohio St. 408 (1947) (signature, not other identity markers, fixes the party to be charged under statute of frauds)
Smith v. Turpin, 20 Ohio St. 478 (1870) (omission of a party’s name from the granting clause can defeat conveyance of that party’s interest)
Trinova Corp. v. Pilkington Bros., 70 Ohio St.3d 271 (1994) (if contract is unambiguous, parol evidence is inadmissible)