NOTICE: NOT FOR OFFICIAL PUBLICATION.

UNDER ARIZONA RULE OF THE SUPREME COURT 111(c), THIS DECISION IS NOT PRECEDENTIAL

AND MAY BE CITED ONLY AS AUTHORIZED BY RULE.

IN THE

ARIZONA COURT OF APPEALS

DIVISION ONE

SADEGHI HOLDINGS LLC, dba TRANSTYLE, Plaintiff/Appellee, 

v.

MAYSAA H. MAJALY, et al., Defendants/Appellants. 

No. 1 CA-CV 21-0314 

Appeal from the Superior Court in Maricopa County

No. CV2019-005926 

The Honorable David Garbarino, Judge

The Honorable Danielle J. Viola, Judge

AFFIRMED

COUNSEL

The Hallstrom Law Firm PLLC, Phoenix

By Kyle Hallstrom

Counsel for Plaintiff/Appellee

Maysaa H. Majaly, Phoenix

Defendant/Appellant

Sabah Alnassary, Phoenix 

Defendant/Appellant

FILED 2-10-2022
SADEGHI v. MAJALY, et al.

Decision of the Court

2 

MEMORANDUM DECISION

Judge Angela K. Paton delivered the decision of the Court, in which 

Presiding Judge Paul J. McMurdie and Vice Chief Judge David B. Gass

joined.

P A T O N, Judge:

¶1 Sabah Alnassary (“Husband”) and Maysaa Majaly (“Wife”) 

(collectively “Spouses”)1 appeal the entry of summary judgment for 

Sadeghi Holdings, LLC dba Transtyle (“Transtyle”). Finding no error, we 

affirm.

FACTS AND PROCEDURAL HISTORY

¶2 On September 1, 2017, Transtyle and Saba’s Limo, Inc. 

(“Saba’s Limo”) entered into an Account Services Agreement 

(“ASA”). Under the ASA, Saba’s Limo would provide transportation 

services to certain Transtyle clients, including several Phoenix-area 

hotels. Section 2.12 of the ASA provides that “the terms of this Agreement 

and the Other Agreements will be secured by a personal guaranty by 

[Husband] and his spouse, in the form attached and incorporated herein by 

reference at Exhibit B (the ‘Alnassary Guaranty’).”2

¶3 Husband signed the Continuing Guaranty Agreement 

(“CGA”) on September 1, 2017. The CGA was executed by Husband “and 

his spouse,” and provided that as an inducement for Transtyle to enter into 

the ASA with Saba’s Limo, “each of you,” referring to Husband and Wife, 

“has agreed to jointly and severally guarantee the obligations of [Saba’s 

Limo] under the [ASA].” 

¶4 The CGA notes that “[y]our obligations under this [CGA] are 

joint and several and are independent of the Obligations of [Saba’s 

Limo].” The document further provides that “[a] separate action or actions 

may be brought and prosecuted against any one or more of you regardless 

1 Husband and Wife have since separated but are referred to as “Spouses” 

for simplification.

2 As discussed below, A.R.S. § 25-214(c)(2) requires both spouses to sign the

guaranty to bind the marital community.
SADEGHI v. MAJALY, et al.

Decision of the Court

3 

of whether an action is brought against [Saba’s Limo] . . . or whether [Saba’s 

Limo] or the other Guarantors are joined in any such action.” Notably, 

beneath Husband’s signature at the bottom of the CGA, the contract 

provides: “Consent of Spouse on the Following Page.”

¶5 Wife acknowledged and signed the Consent of Spouse before 

a notary on September 19, 2017. The Consent of Spouse provides that “[t]he 

undersigned spouse of the Guarantor to the foregoing [CGA] confirms that 

she has read [the CGA], understands and consents and agrees to the terms 

of [the CGA].”

¶6 Transtyle sued Saba’s Limo for breach of 

contract. Transtyle also sued Husband and Wife personally for breaching

their personal guaranty. Counsel representing both Saba’s Limo and 

Spouses withdrew from representation and when both Spouses and Saba’s 

Limo failed to obtain new counsel, the superior court struck Saba’s Limo’s 

Answer. See Ariz. R. Sup. Ct. 31.2; see Boydston v. Strole Dev. Co., 193 Ariz. 

47, 49, ¶ 7 (1998) (“While a natural person can always appear pro per, a 

corporation is an entity unto itself quite separate from its owners and 

officers. Thus, to respect the corporate form . . . a corporation cannot appear 

in court without a lawyer.”) (citation omitted). 

¶7 Wife then moved for summary judgment, asking the superior 

court to render the Consent of Spouse “insufficient to serve as a contract of 

guaranty of wife and her marital community.” The superior court denied 

Wife’s motion, noting she signed the Consent of Spouse and agreed to its

terms, including the provision providing a personal guaranty to secure 

Saba’s Limo’s performance and other obligations.

¶8 Transtyle later moved for summary judgment against

Spouses, asserting: (1) the CGA and Consent of Spouse were enforceable, 

(2) discovery had closed, and (3) Spouses failed to file a proper Answer and 

Rule 26.1 disclosure statement. The superior court granted Transtyle’s 

motion, finding: (1) Transtyle provided evidence to support its claims and 

(2) Spouses did not file a response to the summary judgment motion, 

request additional time to file a response, or file a disclosure statement to 

substantiate any defenses. The superior court subsequently held a hearing 

and entered a default judgment against Saba’s Limo, and later against 

Spouses. 

¶9 Spouses timely appealed. We have jurisdiction pursuant to 

Article 6, Section 9, of the Arizona Constitution and A.R.S. §§ 12-

120.21(A)(1) and -2101(A)(1). 
SADEGHI v. MAJALY, et al.

Decision of the Court

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DISCUSSION

¶10 We review a grant of summary judgment de novo and view 

the evidence and reasonable inferences in the light most favorable to the 

opposing party. Andrews v. Blake, 205 Ariz. 236, 240, ¶ 12 (2003) (citation 

omitted). We review the record and consider only evidence presented 

when the superior court considered the motion. Brookover v. Roberts Enters., 

215 Ariz. 52, 55, ¶ 8 (App. 2007) (citation omitted). 

¶11 Summary judgment is warranted if the movant “shows that 

there is no genuine dispute as to any material fact and the moving party is 

entitled to judgment as a matter of law.” Ariz. R. Civ. P. 56(a). The motion 

should be granted if the facts produced supporting the claim or defense—

the Spouses’ defense here—have so little probative value in light of the 

quantum of evidence necessary, such that a reasonable person would not 

concur with the proponent’s asserted conclusions. See Orme Sch. v. Reeves, 

166 Ariz. 301, 309 (1990). 

¶12 The opposing party cannot rely merely on the pleadings, but 

rather “must, by affidavits or as otherwise provided . . . set forth specific 

facts showing a genuine issue for trial.” Ariz. R. Civ. P. 56(e). Failure to 

respond may be deemed consent to the motion being granted. Ariz. R. Civ. 

P. 7.1(b). Likewise, when a motion is unopposed, the facts asserted by the 

movant will be considered true. Sato v. Van Denburgh, 123 Ariz. 225, 228 

(1979) (citation omitted). Nonetheless, the court must still review the record 

to determine whether the movant is entitled to judgment before ruling. 

Schwab v. Ames Constr., 207 Ariz. 56, 59, ¶ 15 (App. 2004) (citation omitted).

¶13 On appeal, Spouses argue: (1) the Consent of Spouse lacked 

consideration and was not a valid contract, (2) neither the ASA nor the CGA

was tendered as to Wife, (3) Wife agreed to Husband serving as guarantor, 

not herself, (4) Wife is not bound to the ASA or CGA because she did not 

read either document, and (5) the superior court erred in granting summary 

judgment for Transtyle because it did not consider Wife’s earlier affidavit

filed in support of her motion for summary judgment. 

I. Wife’s guaranty is enforceable against her and was supported 

by consideration.

¶14 Spouses claim the Consent of Spouse form is a separate 

contract that was not supported by consideration, making Wife’s guaranty 

unenforceable. An enforceable contract requires “an offer, an acceptance, 

consideration, and sufficient specification of terms so that obligations 

involved can be ascertained.” K-Line Builders, Inc. v. First Fed. Savs. & Loan 
SADEGHI v. MAJALY, et al.

Decision of the Court

5 

Ass’n, 139 Ariz. 209, 212 (App. 1983) (citation omitted). Consideration is “a 

benefit to the promisor or a loss or detriment to the promisee.” Id. (citation 

omitted). When construing contractual language, the presumption is that 

“the parties intended to give the words employed their ordinary meaning 

and that the language used was placed in the contract for a specific 

purpose.” Tucker v. Byler, 27 Ariz. App. 704, 707 (1976) (citation omitted). 

“While it is not necessary that a contract state specifically that another 

writing is ‘incorporated by this reference herein,’ the context in which the 

reference is made must make clear that the writing is part of the contract.” 

Weatherguard Roofing Co. v. D.R. Ward Constr. Co., 214 Ariz. 344, 346, ¶ 8

(App. 2007) (quoting United Cal. Bank v. Prudential Ins. Co. of Am., 140 Ariz. 

238, 268 (App. 1983)). 

¶15 “A guaranty is a collateral promise by one person to answer 

for the payment of some debt or the performance of some duty in case of 

the default of a third party who, in the first instance, is liable for such 

payment or performance.” Dykes v. Clem Lumber Co., 58 Ariz. 176, 180 

(1941). Indeed, “[a] guarantee is a promise to pay an obligation between a 

creditor and debtor.” Howard v. Associated Grocers, 123 Ariz. 593, 595 (1979). 

A guarantor’s liability “depends upon the terms of the contract” and the 

guaranty is independent of and separately enforceable from the principal 

debtor’s obligation. Provident Nat’l Assurance Co. v. Sbrocca, 180 Ariz. 464, 

466 (App. 1994) (citation omitted). 

¶16 A guaranty will only bind the marital community in Arizona

if both spouses sign it. A.R.S. § 25-214(c)(2). Here, the ASA contains a term

that the contract is secured by the personal guaranty of Husband and “his 

spouse, in the form attached and incorporated herein by reference.” The 

CGA details the consideration provided, namely that Husband and Wife 

agreed to “jointly and severally guarantee” the obligations of Saba’s Limo 

according to the ASA to induce Transtyle to enter into the ASA. See Lessner 

Dental Lab’ys, Inc. v. Kidney, 16 Ariz. App. 159, 160 (1971) (“[A] promise for 

a promise is adequate consideration.”) (citation omitted). In other words, 

the personal guaranty was consideration for Transtyle entering into the 

agreement with Saba’s Limo.

¶17 The CGA refers to Spouses collectively and provides that “[i]f 

more than one (1) person signs this [CGA], your obligations will be joint 

and several.” The CGA also references the Consent of Spouse document by 

stating, in bold print: “Consent of Spouse on the Following Page.” The

Consent of Spouse explicitly refers to the CGA. Wife admits she signed the 

Consent of Spouse before a notary. 
SADEGHI v. MAJALY, et al.

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¶18 The Consent of Spouse was incorporated by reference to the 

ASA and the CGA, as the terms of the documents make numerous 

references to Wife and her guaranty. Spouses’ argument that the guaranty 

is not enforceable against Wife is not supported by the language of the ASA, 

CGA, or the Consent of Spouse. As such, the superior court did not err 

when it found Wife’s guaranty valid. 

II. Husband and Wife are both guarantors of Saba’s Limo. 

¶19 Spouses argue the language of the Consent of Spouse only 

suggests Wife read the CGA and had no objection to what Husband was 

agreeing to as to himself. They claim Wife did not indicate she was 

guaranteeing anything by signing the Consent of Spouse but was only 

aware that Husband had guaranteed something. 

¶20 Contracts of guaranty are strictly construed to limit the 

guarantor’s liability. Horizon Res. Bethany Ltd. v. Cutco Indus., 180 Ariz. 72, 

76 (App. 1994) (citing Consol. Roofing & Supply Co. v. Grimm, 140 Ariz. 452, 

455 (App. 1984)). This court must give effect to the unambiguous language 

of a contract as written. Hadley v. S.W. Props., Inc., 116 Ariz. 503, 506 (1977) 

(citation omitted). 

¶21 The text of the signed documents does not support Spouses’ 

argument that the ASA and CGA do not bind Wife. The Consent of Spouse 

contains Wife’s notarized signature and explicitly states she is Husband’s 

spouse. It refers to the CGA, and the text of the CGA names Husband’s 

“spouse” as a guarantor. The CGA explicitly states it will be “binding upon 

each of you.” (Emphasis added). Here, the ASA’s text says Husband’s and 

his spouse’s personal guaranty will secure it. Spouses’ argument is 

unsupported by the plain language of the ASA, CGA, and Consent of 

Spouse.

III. The superior court did not err in granting summary judgment 

for Transtyle. 

¶22 Spouses argue the superior court erred in granting Transtyle’s 

motion for summary judgment because it failed to consider Wife’s previous 

affidavit filed in support of her motion for summary judgment. 

Specifically, Spouses argue the court ignored Wife’s affidavit stating she 

did not read the ASA or the CGA, a fact which they claim was sufficient to 

overcome summary judgment.

¶23 When ruling on a summary judgment motion, “[t]he trial 

court must consider all of the pleadings, depositions, answers to 
SADEGHI v. MAJALY, et al.

Decision of the Court

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interrogatories, admissions on file, and affidavits before making its decision 

on a motion for summary judgment; that is, the entire record must be 

examined.” Giovanelli v. First Fed. Sav. & Loan Ass’n of Phx., 120 Ariz. 577, 

581 (App. 1978) (citing Chanay v. Chittenden, 115 Ariz. 32, 37 (1977)). 

Additionally, “an opponent to a motion for summary judgment does not 

raise an issue of fact by merely stating in his affidavit that an issue of fact 

exists, but rather he must show that evidence is available which would 

justify a trial on that issue.” N. Contracting Co. v. Allis-Chalmers Corp., 117 

Ariz. 374, 377 (1977) (citation and internal quotation marks omitted).

¶24 Parties signing an agreement must read the agreement and 

failure to do so does not allow them to avoid the contract because they 

believed the terms differed from what the terms were. Mut. Benefit Health 

& Accident Ass’n v. Ferrell, 42 Ariz. 477, 487 (1933), overruled on other grounds 

by Occidental Life Ins. Co. v. Bocock, 77 Ariz. 51 (1954). Though certain

exceptions exist, none are present here. See id. at 487-89 (“[W]hen no 

reasonable excuse is offered or appears for the failure to read a document, 

except that the other party stated it to be what it was not, the party 

executing it will not be permitted to avoid it on the ground of fraud.”). 

Indeed, “[a] person cannot sign a paper in ignorance of its contents and 

thereafter excuse such ignorance by the mere plea that [s]he was busy or 

that [s]he is habitually neglectful in such circumstances, and throw upon 

the courts the burden of protecting [her] from the consequences of [her]

imprudence.” Id. at 489. 

¶25 When Transtyle moved for summary judgment, the superior 

court indicated it reviewed the record notwithstanding Spouses’ failure to 

respond. Ariz. R. Civ. P. 7.1(b); see Schwab, 207 Ariz. at 59, ¶ 15 (citation 

omitted). Nothing in the record suggests the court did not review Wife’s 

previously filed affidavit. Additionally, Wife “merely stating” in her 

affidavit that she did not review the ASA, CGA, and Consent of Spouse 

documents does not create a disputed issue of fact. See Allis-Chalmers, 117 

Ariz. at 377; Hegel v. O’Malley Ins. Co., 122 Ariz. 52, 55 (1979) (“A motion for 

summary judgment is granted erroneously if, upon examination of the 

entire record, a reviewing court finds any disputed issue of fact that could 

affect final judgment.”) (citation omitted). As such, the superior court 

properly granted Transtyle’s motion for summary judgment.

¶26 Transtyle requests attorneys’ fees and costs on appeal. The 

ASA and CGA contain provisions regarding costs and attorneys’ fees. As 

the prevailing party, Transtyle is entitled to costs, and we award reasonable 

attorneys’ fees. A.R.S. §§ 12-341, -341.01; see ARCAP 21(a). 
SADEGHI v. MAJALY, et al.

Decision of the Court

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CONCLUSION

¶27 We affirm.