247 P.3d 790
Wash. Ct. App.2011Background
- MacLeod signed a 2005 amended note for Cornerstone with a principal around $121,608.20, payable by April 1, 2006, with monthly $5,000 payments and bold forbearance disclaimer at signing.
- Earlier extensions and amendments occurred from 1998 through 2004; the loan originated from MacLeod’s $1.45 million loan to Oneida Tribe and Cornerstone’s $725,000 loan to Cornerstone.
- MacLeod alleges Chevigny told him the note was for internal purposes only and that they would resolve it in a future deal, an oral assurance conflicting with the written obligation.
- In December 2006 MacLeod says Chevigny told him they were “even”; Chevigny denies making that representation but the court accepts MacLeod’s version for summary judgment purposes.
- June 2007 Chevigny demanded full payment; November 2007 Cornerstone sent a debt collection letter; MacLeod did not pay and Cornerstone sued, obtaining summary judgment against MacLeod.
- The court awarded Cornerstone attorney fees on appeal and affirmed the trial court’s summary judgment order for the note’s enforceability.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fraudulent misrepresentation reliance | MacLeod relied on oral internal-purpose promise. | Oral promise contradicted by written note; no justifiable reliance. | No right to rely; summary judgment upheld on this issue. |
| Equitable estoppel due to waiver | Waiver from December 2006 created reliance and injury. | No proven detrimental reliance; potential injury too speculative. | Estoppel not established; judgment affirmed. |
| Waiver validity and reinstatement | There was an express waiver that Cornerstone failed to revoke appropriately. | June 22, 2007 letter effectively reinstated the right to collect. | Waiver reinstated by June 2007 letter; no material harm shown in reliance. |
Key Cases Cited
- Westby v. Gorsuch, 112 Wn. App. 558 (2002) (reliance requirement in fraud elements)
- Baik, Lawyers Title Ins. Corp. v. Baik, 147 Wn.2d 536 (2002) (no-right-to-rely rule when written evidence contradicts oral promises)
- Mellon Bank Corp. v. First Union Real Estate Equity & Mortg. Invs., 951 F.2d 1399 (3d Cir. 1991) (sophisticated parties cannot rely on gentlemen’s agreementscontradicted by written documents)
- Havens v. C&D Plastics, Inc., 124 Wn.2d 158 (1994) (summary judgment when reasonable minds could not differ on facts)
- Wilson v. Westinghouse Elec. Corp., 85 Wn.2d 78 (1975) (elements of equitable estoppel require clear proof of justifiable reliance and injury)
- Crutcher v. Scott Publ'g Co., 42 Wn.2d 89 (1953) (unilateral waiver can be revoked with reasonable notice and opportunity to comply)
- Westwood Lumber, Inc. v. Seattle-First Nat’l Bank, 65 Wn. App. 811 (1992) (reinstatement after waiver subject to reasonable notice and opportunity to comply)
- Panorama Residential Protective Ass’n v. Panorama Corp. of Wash., 97 Wn.2d 23 (1982) (waiver definitions and unilateral waivers without consideration)