client's affidavit which the trial court in reasons for judgment explicitly stated was not considered secondarily in finding valid a surety ship or guarantee agreement used interchangeabl facially invalid i'll start your honour's indulge me with first the material issues of fact there are two lines of cases that have been cited in the court is well aware of that one line of cases applied contractor and equipment side a general analysis of color of louisiana contractual code articles in attempting to enforce contracts assure to ship a second line of cases cited by the pellets missed offered in those cases there was a more strict analysis and more evidence considered most particularly evidence regarding the intent of the putative surety which we believe are more appropriate in this case so why the differences why the different line of thought there are some inconsisten the reasoning of the cases to be sure but what i can pretty much boil it down to is in the cases that follow a line of reasoning there are two common threads one little or no information regarding the putative surety filled in one out of the contract as a whole and what the guarantee itself and secondarily a very high level of integration saving one case between the guaranteed portion of the agreement and the entire application or contract itself one thing i'd like to point out is that impose lines of cases reading the guarantees that were set forth in those cases regardless of which side the case is on every single guarantee cited by both sides has more clear language than the one that your honour's are looking at that every single one in the cases cited by tractor and equipment all saving the american bank case lacked a evidentiary basis an evidentiary basis for the court to launch into the type of analysis that it did explicitly acknowledged that its ruling seemed inconsistent with pelican plumbing let the same same time went out of its way to say we do not overrule pelican plumbing we have no document on you its face is clear that is true in the cases say that the trial court in this case in this case offered signed only in a separate box that said personal guarantee in their right that is correct that if not  not sign the signature block for corporate represented it is correct that he signed on the wrong block and what i would point out is that there were there was not just one block if your honor the court would look at that guarantee the are i believe four separate box then blocks on that guarantee on that i'm sorry on the application itself but the application itself is not the only circumstance or in dish or for example were two separate applications there was one the day before that was an application prepared by or for doing trucking a transform with all kind of information and data filled out dual saving the amount of credit requested and the application signed by the c f o with no guarantee that is not the document that was provided to mr offered instead and please have an owner or officer of the company sign the application it didn't say personal guarantee it does not say please sign the personal guarantee judge clement it's it refers to the personal guarantee not being signed but then goes on to say please have an owner or officer sign the application the application had been signed the previous day by the  of the company except that the record is devoid of any information whatsoever or even any assertion that mr offered news that that had been done and in fact if he knew that it had been done why would he sign a document other than the application that had already been filled out the better question would be why would tractor any equipment provide him with a document other than the one that had already filled been filled out and that's what makes this case akin to the the pelican v mays case i would point out in that case the court found ambiguity regarding the intent of the putative surety without any evidence from that surety solely based on the document itself where the language was much more clear one line i agree to be bound to pay the debt of the company a much more clear agreement than what we have here which trial court found our agreement had drafting errors and now get to that in a moment but and there was no testimony or even affidavit from the surety in that case because he was dead before it came up in the in the trial court nonetheless even with that clear language said well when i look at these documents there is a lot of company information not a lot of personal information from the putative surety filled in this document we're going to take a look at this document and without any testimony from the putative surety being deceased or anybody else concluded the document itself was not sufficient and i'd like to move on to that question the trial court in our case found without any evidence in the record or any argument from tracker equipment and certainly not any evidence from truck or equipment equipment that the document itself specific to the guarantee language contained a drafting error no one argued bills and there was no evidence presented in any of the affidavits or documents presented by tractor and equipment that this was in fact the drafting er now the drafting error and it's difficult to express argue about the drafting error because the trial court even though it found there was a drafting error in the limiting clause failed to actually define what the drafting error was then apparently moved on to correct that drafting error without defining what the correction was and then went on to apply the general rules after removing the part of the agreement that was unclear apparently went on to apply the general rules and adopt the analysis of the cases in line the mckesson case drawer american casualty versus howard knox and others that applied the general rules regarding contractual interpretation saving the fact that those general rules would have required the trial court to apply the document as a whole number one and according to article twenty fifty eight of was in the civil code apply any ambiguity in the document against the draft tracker and equip the truck or did in this case is eliminate the ambiguity then apply the guarantee saying that to not do so would lead to absurd consequences we would argue that that a very significant error trick committed by the trial court for a couple of reasons the first one is if you eliminate all of the problems the so called drafting error or ambiguities in the guarantee specifically define what was a lemonade and what correction was being made the trop or it simply said there was a drafting error in the limiting clause and said that the that our view was mild which by the way  i don't know if that was a observation or criticism but i accept that because if myopic is the same a strict construction then that's what's required surety is not favored in louisiana and these documents are supposed to be read strict and so we accept that view but of course any document where you eliminate the drafting errors or problems or ambiguities is going to become more clear once you do it in more easy to apply so what i'm saying is that the trial court said it was applying the general articles because to not do so and give effect to the document would lead to an absurd result but then really didn't follow that analysis either because she would the trial court would have had to leave that ambiguity in the document in apply t document as a whole and if that ambiguity cannot be reconciled it would have to be construed against the drafter not eliminated from the docket wendy what do you do with the with with the language or say as the unders guarantees and agrees to pay that what we do your honor respectfully is in that circumstance we keep reading and if the question becomes what and this was a limited apparently by the trial court but of course there's a question three questions that have that would have to be answered in a circumstance like this and i don't mean to belabor my first was there a valid guarantee secondly if so who guaranteed it but then thirdly what was guaranteed was it passed that debt up to a certain point future that in this situation we have a grammar issue and it says and forgive me but i do look at this case as you might imagine for a long time now i'm no grammar expert and i know i'll leave the court to decide how smart i am after i'm done with all of this but i still don't know what this means by reason of any credit extended past tense as credit you extend as here in requested i don't know what that means and whether that's some sort of legalese or not i don't frankly know what it means it seems to contradict itself that would that would be why the guarantee would be given but that would not define what the guarantee was of how far to begin to extend your problem it would explain how far the guarantee extends so the guarantee itself would have to be clear enough and in explicit according to louisiana law for it to be valid i would submit to you that correcting drafting errors to omit ambiguities as to what is exactly guaranteed is exactly what is what is not is not required it has to be clear and express according the case law in even the court to the southern fleet case must be following what is being guarantee and that part has to be understandable by the guarantor credit you extended as credit you extend as here in requested are you save time for bo maybe the support christopher reeve you have tracked in equipment and i think i'm going to address some of my argument on what was last discussed first and that is when you look at this case is a ho if there was any case that was ripe for a summary judgment it was this case why the reason is is that louisiana law when you look at the surety schip law doesn't require with the a is to have strict requirements and twisted all the roots to decide what the true meaning of a document means but mr fondren is right that surety is not favored in louisiana and you need look at it we think that in the din over review the judge fans follow gaith it was considered he looked at all of the language as well as the intent in this particular case  trucking asked for credit they wanted to have an open account to buy things from that business and they filled out an application for credit the one thing when it was submitted it was signed by the applicant as the c f o mr robichaux when it was reviewed that day it was noted that the personal guarantee was not signed and at that point there was a letter sent by mr grooms and he noted that the personal guarantee was left blank he didn't say you have to resubmit the whole thing he said have an appropriate office assign it and in this particular episode could have been your view any any officer could have signed it where they asked for an owner or an officer in the letter and it's clear that mr offered from the original application is an owner of the company to disclose that he had an ownership interest but he neither he nor anyone else was specifically listed individual circumstances financial circumstances of any of the letter of yours is that right the letter is eighteen in the record and it does not indicate any specific person to sign if that's what you're asking you know or any other any individual financial information about any of the offices where that's correct that they were solving or are that's correct and at the time the letter was written it was already disclosed that mr holford was going officer and an owner of the company and so they send this document back and it is not addressed in any other section other than to identify when it says a complaint in the appellate dog is that it's a completely blank document i respectfully disagree because it reference building pretty close well i think i'm turp or taishan of it is that this company intended to do business in that state and it was in the oilfield related services it was going to be big money but the point is is that when you get to the request by mr grooms saying hey the personal guarantee was not signed it doesn't matter in in my estimation that you have to be specific about going further to say i attention was directed to me whatever i do trucking received that notice that what's missing the personal guarantee and mr offered went to the section in bold letters personal guarantee he's a sophisticated businessman it says personal guarantee it's blocked off from the rest of it and his signature appears there one of the allegations that the appellant makes that his error is that the court failed to consider his affidavit  extensive evidence at this point i think the court did the appropriate review and that is to look at the plain language give it ordinary meaning and determine whether the personal guarantee existed you the court looked at it and said this is a clear intent to personally guarantee it only goes into trying to come up with a drafting arrow when you go through all of the things that the appellant did about when they talked about extended past tense i think what they really said was that it was the present future tense and that is we're extending credit this is what has to be extended to you and so i think that would be the only drafting i could concoct but again i don't think it goes to a critical determination to know whether or not mr offered intended to be bound if i may for a little bit of my time i would like to address some of very analogous to the case that we have here because it was a marine management contract of but in that case the parties signed onto the agreement and then at the end their worst agents of those parties who signed as guarantors of this agreement and i think that's what you have in this particular case you don't need the court didn't need in that particular case to go to extremes evidence if you're honest feel that you have to go to extremes of evidence in this particular case i want to point out one thing and daddy is that there or two interpretations of what mr offered suggested was his intent the first one is in the record in its answers to iraq the tories where he said this is my signature but i have no specific recollection of what our son and then you have to compare that to the affidavit which is in the record that says i thought i was signing in my official capacity on behalf of the trucking in every case that has been cited by the appellants it is distinguishable on it's factor on to give you an example the pelican plumbing case had one individual signing and with company information following that signature for both the guarantee as well as the credit application pelican state wholesale which is the maze case that was discussed earlier that's one signature and in that particular case they were trying to enforce an amount due against a deceased persons widow and children but in that case there was only one signature for both agreements fleet fuel was cited that case is distinguishable one person signed in two different blanks but in each instance they recorded the corporate identity and the official capacity we do not have that in this case and eclipse telecommunications you have a guarantor signed again with the corporate information following if mr offered was in fact to say i am personally guarantee in this i'm sorry i am gagged in this on behalf of do trucking you get present consequences which toujours prudent says you don't do an interpretation who does that mean principals to the credit contract and right under those signatures were the signatures of the guarantors who signed in blanks labelled with their printed names as well as the printed occasion quote guarantor in fact one of the guarantors had also signed separately for one of the principals to the credit contract is that an accurate representation of the facts in comar i think it's an accurate representation because there was just one word does that relate that it's my strongest  case what i think it shows is that even with a one word pronouncement of gary talk there is a court can look at that term in that signature and say this is what they intended in this case the case borean it goes much further than that because if you look at the personal guarantee it is clear in its unequivocal that the signature is this the agreement of the person to be bound to pay the songs that shall be extended this credit and i think there is no twisted language in this agreement and i think it is clear it does not say anything of there is nothing to the contrary other than well a maybe i didn't read the document i want to stand what it says but that's not what the law says when somebody signs a document that they have read it and that they understand it all entertain any other problems as problems with the agreement itself if there wasn't the trial court when the found undefined drafting errors that had to be corrected prior to applying it in the v a did from both lines of reasoning  in applying the document while writing out the ambiguity that should be construed against the drafter the sleepy zero case very clearly supports opposition free fleet fuel filled in that case cited pelican plumbing and in fact the putative surety was allowed a trial to test his credibility about what he intended when he signed the doc and in that case the court accepted as credible that surety as a putative surety testimony now i'll point out that in american bank the court didn't but they got that opportunity because of the material issue of fact created by their prior testimony that they did not intend to sign that document personal but when the court due in that circumstance went through various in personal financial statements from the person who was intended to sign the guarantee in this case they didn't intend misstepped offer to sign the guarantee any more than he intended this on a personal guarantee it wouldn't directed to him they did no research regarding him his ability to pay no financial statements from him or anybody else with the company there were no credit memos no minutes of meetings or anything like this now i realize the american bank case involves a bank which probably does business a little differently than equipment company but there's not even  language credit extended as credit you extend as here in requested that document they merely blink and we didn't say it was completely white but it only contained company information no information relative to miss offered specifically that document neither referred to nor adopted the previous outlook ation that had been signed by the company see of it in refer to did a need demand for payment to that came in the rear there were your honor that information in the record is that the demands were made upon the company in the company at that time was was filed against both the company and the guarantor in montana state court the court in montana however dismissed the claim on the personal guarantee that gets missed offered for lack of personal jurisdiction while doing so commenting that the court did not think very much of the of the surety agreement either of course and that the because rest is directed toward understanding understanding about the  circumstances that point to why he believed he was signing an application such as the letter and everything else you put in terms of his belief personal belief is understanding is understanding or thank you