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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. John P. Beardsley, Janet N. Beardsley, and Seaport Air Group, LLC v. Robert N. Jacobsen & Darlene F. Jacobsen Living Trust and Wings Airline Services, Inc. (9/18/2020) sp-7481

John P. Beardsley, Janet N. Beardsley, and Seaport Air Group, LLC v. Robert N. Jacobsen & Darlene F. Jacobsen Living Trust and Wings Airline Services, Inc. (9/18/2020) sp-7481

          Notice:   This opinion is subject to correction before publication in the P                    ACIFIC  REPORTER.  

          Readers are requested to bring errors to the attention of the Clerk of the Appellate Courts,  

                                                                                                                      

           303 K Street, Anchorage, Alaska 99501, phone (907) 264-0608, fax (907) 264-0878, email  

                                                                                                                         

           corrections@akcourts.us.  



                      THE SUPREME COURT OF THE STATE OF ALASKA                                      



JOHN  P.  BEARDSLEY,  JANET  N.                                     )  

BEARDSLEY,  and  SEAPORT  AIR                                       )                                      

                                                                          Supreme Court No. S-17190  

GROUP,  LLC,                                                        )  

                                                                    )                                                              

                                                                          Superior Court No.  1JU-09-00982 CI  

                                Appellants,                         )  

                                                                    )                          

                                                                          O P I N I O N  

           v.                                                       )  

                                                                    )                                                 

                                                                          No. 7481 - September 18, 2020  

ROBERT  N.  JACOBSEN  &                                             )  

DARLENE  F.  JACOBSEN  LIVING                                       )  

TRUST  and  WINGS  AIRLINE                                          )  

SERVICES,  INC.,                                                    )  

                                                                    )  

                                Appellees.                          )  

                                                                    )  



                     Ap                                                                                       

                          peal from the Superior Court of the State of Alaska, First  

                                                                                                  

                     Judicial District, Juneau, Philip M. Pallenberg, Judge.  



                                                                                                             

                     Appearances:   Lael A. Harrison, Faulkner Banfield, P.C.,  

                                                                                                      

                     Juneau,  and  Albert  N.  Kennedy,  Tonkon  Torp,  Portland,  

                                                                                                            

                     Oregon,  for  Appellants.                  Kristen  P.  Miller  and  E.  Budd  

                                                                                                             

                     Simpson,  Simpson,  Tillinghast,  Sheehan  &  Araujo,  P.C.,  

                                         

                     Juneau, for Appellees.  



                                                                                                      

                     Before:  Bolger, Chief Justice, Winfree, Stowers, Maassen,  

                                          

                     and Carney, Justices.  



                                           

                     STOWERS, Justice.  


----------------------- Page 2-----------------------

I.        INTRODUCTION  



                                                                                                                      

                    Two business owners executed a series of transactions to sell a regional  



                                                                                                                      

airline business.   Within two years of the sale, one of the buyer-controlled business  



                                                                                                                            

entities declaredbankruptcy, and theseller commencedlitigationto resolvedisputes over  



                                                                                                                          

their agreements.  The parties settled before trial.  But another buyer-controlled entity  



                                                                                                    

later defaulted and declared bankruptcy, and the seller reinitiated litigation.  



                                                                                                                  

                    The sole issue on appeal is the extent to  which the buyers personally  



                                                                                                                         

guaranteed the obligations of the second bankrupt entity.   The superior court issued  



                                                                                                                           

summary judgment in favor of the seller and held the buyers personally liable for those  



                                                                                                 

obligations.         We  hold  that  whether  the  parties  intended  the  buyers  to  personally  



                                                                                                                                

guarantee the bankrupt entity's obligations is a disputed material fact.   The issue is  



                                                                                     

therefore inappropriate for summary judgment, and we reverse.  



                                 

II.       FACTS AND PROCEEDINGS  



                                                                    

          A.        The Initial Sale Of Wings Of Alaska  



                                                                                                                           

                    In 2008 the Robert N. Jacobsen and Darlene F. Jacobsen Living Trust  



                                                                                                                               

orchestrated the sale of Alaska Juneau Aeronautics, Inc., doing business as Wings of  



                                                                                                                      

Alaska, to John and Janet Beardsley.  The deal involved a series of agreements between  



                                                                                                                          

various  entities  controlled  by  the  Jacobsens  and  the  Beardsleys,  including  a  stock  



                                                                                                                              

purchase agreement, the seller-financed purchase of an airplane hangar in Juneau, the  



                                                                                                                              

lease of five aircraft, and the Beardsleys' personal guarantee of various aspects of the  



                                                                                                                              

deal. As part of the sale, the parties also executed a memorandum of understanding. The  



                                                                                                                

memorandum's  purpose  was  to  provide  a  convenient  summary  of  the  transactions  



                                                                                           

involved in the sale and to aid with interpreting the parties' intent.  



                                                                                                                              

                    As part of the stock purchase agreement, the Jacobsen Trust agreed to sell  



                                                                                                                              

its  entire  ownership  stake  in  Alaska  Juneau  Aeronautics,  comprising  100%  of  



                                                                                                                                

outstanding shares, to SeaPort Air Group, LLC, an entity the Beardsleys established to  



                                                            -2-                                                           7481
  


----------------------- Page 3-----------------------

                                                                                                                    

purchase Alaska Juneau Aeronautics, in exchange for cash.  The Beardsleys personally  



                                                                                                                              

guaranteed the stock sale.  The stock purchase agreement acknowledged that it was one  



                                                                                                                           

part of a larger deal involving the stock transfer  and other agreements.   The other  



                                                                                                                         

agreements included the lease of five aircraft, a real estate exchange agreement related  



                                                                                                                               

to the purchase of a hangar, and a separate personal guarantee agreement from the  



Beardsleys.  



                                                                                                                       

                    The parties executed the purchase of the aircraft hangar in three separate  



                                                                                                                              

transactions.  Wings Airline Services, Inc. owned the hangar and agreed to transfer title  



                                                                                                                  

to the hangar to Fountain Village Development, a partnership owned by the Beardsleys,  



                                                                                                                

in exchange for title to four Oregon properties owned by Fountain Village Development  



                                                                                                                         

and cash. In addition to the exchange agreement, Fountain Village Development granted  



                                                                                                                        

Wings  Airline Services a put option  to  require Fountain  to  repurchase the Oregon  



                                                                                                                 

properties  exchanged  for  the  hangar.                       The  agreement  discounted  the  outstanding  



                                                                                                                              

mortgage balances on those properties fromthe option price. The remaining balance was  



                                                                                                                      

secured  by  a  promissory  note  to  Wings  Airline  Services.                               Wings  Airline  Services  



                                                      

exercised its put option in a timely manner.  



                                                                                                                                 

                    Wings Airline Services owned the five aircraft whose leases are at issue in  



                                                                                                                               

this case.  Prior to the sale of Wings of Alaska, Alaska Juneau Aeronautics leased the  



                                                                                                                               

five aircraft from Wings Airline Services, and it was the intent of the parties that the  



                                                                                                                   

aircraft would continue to be leased by Alaska Juneau Aeronautics after the Beardsleys  



                                                          

took control of the business.  Alaska Juneau Aeronautics entered into new leases with  



                                                                                                                              

Wings Airline Services for two Cessna 208s and three Cessna 207s in April 2008.  The  



                                                                                                                                     

partiesintended that aBeardsley-controlled entitywouldeventuallypurchasetheaircraft,  



                       

but this never happened.  



                                                                                                                           

                    Finally, theBeardsleys agreed toguaranteepersonally any present or future  



                                                                                                                             

debts and obligations of SeaPort Air Group with respect to the Jacobsen Trust.  The  



                                                             -3-                                                           7481
  


----------------------- Page 4-----------------------

guarantee agreement (the 2008 guarantee) referenced the stock purchase agreement in   



its recitals, characterizing it as a broad agreement where stock and assets of the Jacobsen                                                                                                                                                                                                                                                                                                    



Trust   were   acquired   by   SeaPort   Air   Group   through   purchase,   exchange,  or  lease- 



purchase.   The memorandum of understanding stated that the parties intended for John                                                                                                                                                                                                                                                                                                                               



and Janet Beardsley to guarantee payment and performance of transactions on behalf of                                                                                                                                                                                                                                                                                                                                             



 SeaPort Air Group and SeaPort's affiliated entities.                                                                                                                                                                  



                                 B.                               The 2010 Litigation                                



                                                                  Fountain Village Development made advance payments of interest on the                                                                                                                                                                                                                                                                                      



promissory note through June 2009.                                                                                                                                                           But in August Fountain Village Development                                                                                                                                



defaulted. The Jacobsen Trust and Wings Airline Services filed suit against SeaPort Air                                                                                                                                                                                                                                                                                                                                    



Group, Alaska Juneau Aeronautics, Fountain Village Development, and the Beardsleys                                                                                                                                                                                                                                                                                                   



personally inNovember                                                                                                  2009. Fountain                                                               Village Development later filed for bankruptcy,  



and it was severed from the action.                                                                                                                                          The suit was eventually settled between the parties.                                                                                                                                                                                                                



                                                                  The settlement consisted of a new series of agreements. These agreements                                                                                                                                                                                                                                          



were summarized and memorialized in a memorandum of settlement in March 2010.                                                                                                                                                                                                                                                                                                                                                                    



The agreements included a replacement promissory note, amendments to the airplane                                                                                                                                                                                                                                                                                                                  



leases, a confession of judgment, a security agreement, and a new personal guarantee                                                                                                                                                                                                                                                                                                       



 (the 2010 guarantee) by the Beardsleys.                                                                                                   



                                                                  The replacement promissory note removed Fountain Village Development                                                                                                                                                                                                                                   

                                                                                                                                                                                                                          1  SeaPort Air Group; Janair, LLC; and the  

and designated Alaska Juneau Aeronautics;                                                                                                                                                                                                                                                                                                                                                                                   



Beardsleys as makers of the note, jointly and severally.  The note also included a cross- 

                                                                                                                                                                                                                                                                                                                                                                                                         



default provision, by which any breach or default by the makers under the deed of trust,  

                                                                                                                                                                                                                                                                                                                                                                                                                   



the security agreement, the memorandum of settlement, or the aircraft leases would  

                                                                                                                                                                                                                                                                                                                                                                                                          



                                  1                               Alaska Juneau Aeronautics, Inc. renamed itself as SeaPort Airlines, Inc. in                                                                                                                                                                                                                                                                                      



 September   2010.     We   keep   the   name as                                                                                                                                                                   Alaska   Juneau   Aeronautics   for   simplicity  

throughout this opinion.                                                      



                                                                                                                                                                                                       -4-                                                                                                                                                                                                          7481
  


----------------------- Page 5-----------------------

                                                                                                                                

constitute default on the note.  And it incorporated an acceleration clause causing all  



                                                              

payments on the note to come due upon default.  



                                                                                                                        

                    The parties amended the leases on the five aircraft to extend them through  



                                                                                                               

March 2012. Other lease changes included the removal of Alaska Juneau Aeronautics's  



                                                                                                               

unilateral  option  to  extend  the  leases  and  the  inclusion  of  a  similar  cross-default  



                                                                                                                                  

provision by which default on any of the other settlement agreements would trigger a  



                       

default on the leases.  



                                                                                                                         

                    The  confession  of  judgment's  stated  purpose  was  to  simplify  default  



                                                                                                                              

procedures in the event of any future breach of the memorandum of settlement and  



                                                                                                                         

related agreements.  The confession defined "Debtors" as SeaPort Air Group, Alaska  



                                                                                                                                 

Juneau Aeronautics, and the Beardsleys, jointly and severally. It authorized the clerk of  



                                                                                                                               

the court in the First Judicial District of Alaska at Juneau to enter judgment against the  



                                                                                                                      

debtors for the full amount due under the memorandum of settlement, less any payments  



                                 

made upon filing the confession.  



                                                                                                                      

                    The 2010 guarantee was a condition of settlement in the pending litigation  



                                                                                                                                     

between the parties and listed the other agreements that were part of the same settlement.  



                                                                                                             

It bound the Beardsleys to SeaPort Air Group's and Fountain Village Development's  



                                                                                                                                

debts and  obligations due then  or  in the future as outlined  in  the memorandum of  



                                                       

settlement and the other settlement documents.  



                                     

          C.        The 2012 Leases  



                                                                                                                                

                    In February 2012 Robert Jacobsen and Robert McKinney, President of  



                                                                                                                          

Alaska Juneau Aeronautics, began discussions on leasing the five aircraft beyond March  



                                                                                                                              

of 2012.  In April they signed agreements leasing the aircraft through March 2014.  The  



                                                                                                                            

2012  leases left in place the rent and cross-default provisions from the 2010 lease  



                                                                                                                           

amendments.  The parties dispute whether the 2012 leases were intended as new leases  



                                                                                                                    

to begin after termination of the old leases or whether they were intended as extensions  



                                                             -5-                                                           7481
  


----------------------- Page 6-----------------------

of the old leases.  In March 2014 the parties extended the 2012 leases through March  

                                                                                                                         



2017.  



          D.	       Default On The Leases, Alaska Juneau Aeronautics Bankruptcy, And  

                                                                                                                            

                    Ensuing Litigation  

                                   



                    In December 2015 Alaska Juneau Aeronautics defaulted on all five aircraft  

                                                                                                                        



leases. TheJacobsens invoked thecross-default provision in thereplacementpromissory  

                                                                                                                  



note, which triggered the note's acceleration clause.  

                                                                     



                    In January 2016 the Jacobsens filed the confession of judgment with the  

                                                                                                                              



superior court. AlaskaJuneauAeronautics later declaredbankruptcy. Thesuperior court  

                                                                                                                           



issued an order in December 2016 that granted judgment on the confession and stayed  

                                                                                                                         



the proceedings against Alaska Juneau Aeronautics. In February 2017 the court entered  

                                                                                                                        



partial final judgment against the Beardsleys and SeaPort Air Group for the remaining  

                                                                                                              



principal on the replacement note plus interest, totaling approximately $1.35 million.  

                                                                                                                                  



                    The only claim remaining and the sole issue on appeal concerns the extent  

                                                                                                                          



to which the Beardsleys were personally liable for damages related to Alaska Juneau  

                                                                                                                        



Aeronautics's failure to make lease payments.  The parties filed competing motions for  

                                                                                                                               



summary judgment on this issue.   The arguments they raised are largely similar to  

                                                                                                                               



arguments each party makes on appeal.  

                                                 



                    The Beardsleys claim that their personal guarantees do not apply to the  

                                                                                                                              



Alaska Juneau Aeronautics leases.  But even if the guarantees did apply to those leases  

                                                                                                                          



initially, the Beardsleys argue that any leases referenced in the guarantee agreements  

                                                                                                                  



expired in 2012.  They assert that the leases the parties entered into in 2012 were new  

                                                          



leases and were not covered by the older guarantees.  

                                                               



                    The  Jacobsens  claim  that  the  intent  of  the  parties  was  to  craft  a  

                                                                                                                                



comprehensive set of agreements and guarantees that applied to all present and future  

                                                                                                                   



obligations between the numerous entities involved.  This included the Alaska Juneau  

                                                                                                             



                                                            -6-	                                                          7481
  


----------------------- Page 7-----------------------

Aeronautics leases.                                                           They also argue that the 2012 leases were extensions of the old                                                                                                                                                                                       



 leases, not new leases.                                                                  According to the Jacobsens, because the guarantees applied to   



 extensions or renewals of obligations between the parties that could arise in the future,                                                                                                                                                                                                                              



they continued to apply to the 2012 leases.                                                                                                  



                                                     The superior court held that the 2008 guarantee covered the Alaska Juneau                                                                                                                                                                                         



Aeronautics leases withWings                                                                                           Airline Services. The                                                                court noted that the 2010 guarantee  



 indicated   the   2008   guarantee   would   remain   in   place   and   thus  that   the   2010   lease  



 amendments were within the scope of the Beardsleys' 2010 personal guarantee as well.                                                                                                                                                                                                                                          



Finally, the court concluded that the 2012 leases were extensions of the earlier 2008                                                                                                                                                                                                                                        



 leases, not new leases.                                                                 The court granted the Jacobsens' motion for summary judgment                                                                                                                                                        



 and denied the Beardsleys' motion.                                                                                                          The Beardsleys appeal.                                                                          



 III.                      STANDARDS OF REVIEW                                                          



                                                     "We review rulings on motions for summary judgment de novo, 'reading                                                                                                                                                                                        



the record in the light most favorable to the non-moving party and making all reasonable                                                                                                                                                                                                                



 inferences in its favor.' 'Whether the evidence present[s] a genuine issue of material fact                                                                                                                                                                                                                                        

 is a question of law that we independently review.' "                                                                                                                                                     2  



                                                     "The goal of contractual interpretation is to give effect to the reasonable  

                                                                                                                                                                                                                                                                                                       

 expectation of the parties."3                                                                                  In giving effect to those expectations, we generally decide  

                                                                                                                                                                                                                                                                                                                        

the meaning of contractual language as a matter of law.4                                                                                                                                                                       We give primary effect to the  

                                                                                                                                                                                                                                                                                                                                      



                          2                         Hahn v. GEICO Choice Ins. Co.                                                                                                         , 420 P.3d 1160, 1166 (Alaska 2018)                                                                                            



 (footnote omitted) (quoting                                                                                ConocoPhillips Alaska, Inc. v. Williams Alaska Petroleum,                                                                                                                                  

Inc., 322 P.3d 114, 122 (Alaska 2014)).                                                                                        



                          3                          Casey v. Semco Energy, Inc., 92 P.3d 379, 383 (Alaska2004) (citing Exxon  

                                                                                                                                                                                                                                                                                                                          

 Corp. v. State, 40 P.3d 786, 793 (Alaska 2001)).  

                                                                                                                                                                 



                          4                         Alaska Diversified Contractors, Inc. v. Lower Kuskokwim Sch. Dist. , 778  

                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                              (continued...)  



                                                                                                                                                             -7-                                                                                                                                                               7481
  


----------------------- Page 8-----------------------

language of the contract but also consider extrinsic evidence of "the parties' intent at the                                                     



                                                  5  

time the contract was made."                                                                                                                     

                                                      When the parties assert different intended meanings for  



                                                                                                                                   

contractual language, we first determine, as a matter of law, whether the contractual  

                                                                                                                   6    Only when  both  

                                                                                                                                              

                                                                                                

language "is reasonably susceptible to  both  asserted  meanings." 



readings are reasonable does the parties' intent become a question of fact sufficient to  

                                                                                                                                                   

overcome a motion for summary judgment.7  

                                                           



                       Thestandardofreviewweapply depends on thenatureofthedetermination  

                                                                                                                               



on appeal.  If the superior court has made a legal determination as to the meaning of  

                                                                                                                                                  

contractual language, we review that legal determination de novo.8   If the superior court  

                                                                                                                                              



            4          (...continued)  



                                                                                                                                     

P.2d 581, 584 (Alaska 1989) ("[Q]uestions of interpretation of the meaning of written  

                                                                                                                                     

documents are treated as questions of law for the court except where they are dependent  

                                                                            

for their resolution on conflicting extrinsic evidence.").  



            5          Norton  v. Herron,  677  P.2d  877,  880  (Alaska 1984); see also  Alaska  

                                                                                                                                          

Diversified Contractors, 778 P.2d at 584 ("[T]he words of an integrated agreement  

                                                                                                                                    

remain the most important evidence of intention." (quoting RESTATEMENT  (SECOND)  OF  

                                                                                                      

CONTRACTS  § 212 cmt. b (A                        M. L   AW  INST . 1981))).   



            6          Alaska Diversified Contractors                        , 778 P.2d at 584.         



            7          See K & K Recycling, Inc. v. Alaska Gold Co., 80 P.3d 702, 712 (Alaska  

                                                                                                                                         

2003) ("[S]ummary judgment is improper when the evidence before the superior court  

                                                                                                                                             

establishes a factual dispute as to the intent of the contracting parties."); W. Pioneer, Inc.  

                                                                                                                                                

v. Harbor Enters., Inc., 818 P.2d 654, 657 n.4 (Alaska 1991) ("Even where there is  

                                                                                                                                                   

conflicting extrinsic evidence the court decides the question of meaning except where  

                                                                                                                                           

the  written  language,  when  read  in  context  with  its  subject  matter,  is  reasonably  

                                                                                                                                   

susceptible to both asserted meanings.  If the language is susceptible to both asserted  

                                                                                                                                        

meanings, then interpreting the contract is a question of fact for the jury." (citation  

                                                                                                                                       

omitted)).  



            8          Monzingo v. Alaska Air Grp., Inc., 112 P.3d 655, 658-59 (Alaska 2005)
  

                                                                                                                                            

("[A] grant of summary judgment based upon contract interpretation is subject to de
  

                                                                                                                                                  

                                                                                                                              (continued...)
  



                                                                     -8-                                                                     7481
  


----------------------- Page 9-----------------------

concludes that the contractual language is not reasonably susceptible to both parties'                                                



                                                                                                                                 9  

asserted meanings as a matter of law, we also review that conclusion de novo.                                                        Finally,  



                                                                                                                                

if the superior court determines that the contractual language is reasonably susceptible  



                                                                                                                                      

to more than one intended meaning and makes a factual determination as to the parties'  



                                                                                                                         10  

                                                                                                                 

intent when forming the contract, we review that finding for clear error. 



IV.        DISCUSSION  



                       The  superior  court  concluded  that  despite  its  express  terms,  the  2008  

                                                                                                                                         



guarantee  bound  the  Beardsleys  to  the  debts  and  obligations  of  Alaska  Juneau  

                                                                                                                                     



Aeronautics with respect to the aircraft leases.  We disagree with this conclusion.  In  

                                                                                                                                               



doing so, we are guided by Alaska's long-standing "lenient standard for withstanding  

                                                                                                                            

                                    11    We  have  noted  that at trial the fact finder  must weigh  the  

summary judgment."                                                                                                                           

                  

                                                                                                12  But on summary judgment,  

evidence and resolve factual disputes in one party's favor.                                                                       

                                                                                       



the  court  should  consider  only  "whether  a  reasonable  person  could  believe  the  

                                                                                                                                            



non-moving party's assertions and whether a reasonable person could conclude those  

                                                                                                                                         



           8           (...continued)  



                                                                                                                                 

novo review because interpretation of contract language is a question of law." (alteration  

                                                                                     

in original) (quoting K & K Recycling, 80 P.3d at 711-12)).  



           9          See Labrenz v. Burnett, 218 P.3d 993, 997 (Alaska 2009) ("We review the  

                                                                                                                                             

superior court's legal conclusions de novo.").  

                                                                



           10         K & K Recycling, 80 P.3d at 712 ("The intent of the parties when entering  

                                                                                                                                     

a  contract  is  a  question  of  fact  and  is  thus  reviewed  under  the  clearly  erroneous  

                                                                                                                                 

standard.").  



           11          Christensen v. Alaska Sales &Serv., Inc., 335 P.3d 514, 520 (Alaska 2014)  

                                                                                                                                         

(quoting Shaffer v. Bellows, 260 P.3d 1064, 1069 (Alaska 2011)).  

                                                                                                   



           12         Id.  



                                                                   -9-                                                                   7481
  


----------------------- Page 10-----------------------

                                                                                                                13  

assertions create a genuine dispute as to a material fact."                                                          As long as there is "more than                      



a scintilla of contrary evidence" a genuine dispute of material fact exists sufficient to                                                               

deny summary judgment.                               14  



                                                                                                                                                                              

                           Notwithstanding that the evidence supporting the superior court's grant of  



                                                                                                                                                                             

summary judgment appears compelling, we conclude there is a genuine dispute as to  



                                                                                                    

whether the parties intended the 2008 and 2010 guarantees to cover the obligations of  



                                                                                                                                                                 

Alaska Juneau Aeronautics.  We also conclude there is a genuine dispute as to whether  



                                                                                                                                                                           

the parties intended the 2012 aircraft leases to be new leases or extensions of the old  



                                                                                                                                                                 

leases. These issues must be resolved at trial. For these reasons, we reverse the superior  



                                                                                                                     

court's summary judgment order and remand for further proceedings.  



                                                                                                                                                           

              A.	          A Genuine Dispute Exists As To Whether The Beardsleys Personally  

                                                                                                                                     

                            Guaranteed The Obligations Of Alaska Juneau Aeronautics.  



                                                                                                                                                                              

                            1.	          The language of the 2008 guarantee is reasonably susceptible to  

                                                                                               

                                         more than one intended meaning.  



                                                                                                                                                              

                            The Beardsleys argue that the parties never intended for the 2008 guarantee  



                                                                                                                                                                      

to bind them to the obligations of Alaska Juneau Aeronautics.  They note that the leases  



                                                                                                                                                                  

were required to keep the Wings of Alaska business running.  They assert that without  



                                                                                                                                                                            

the continued leases, Alaska Juneau Aeronautics stock would have had little value; the  



                                                                                                                                                                      

reference to the aircraft leases in the stock purchase agreement therefore makes sense  



                                                                                                                                                                        

independent of any personal guarantee by the Beardsleys. And they claim that the plain  



                                                                                                                                   

language of the other related agreements is consistent with this interpretation.  



                                                                                                                                                                       

                            TheJacobsenscontend thatthepartiesintendedthe2008 guaranteeto cover  



                                                                                                                                                                           

all aspects of the business sale.  They discuss the 2008 guarantee in context with the  



              13	          Id.  



              14           Kalenka v. Infinity Ins. Cos.                              , 262 P.3d 602, 607 (Alaska 2011) (quoting                                



Beal v. McGuire                   , 216 P.3d 1154, 1161 (Alaska 2009)).                            



                                                                                  -10-	                                                                                7481
  


----------------------- Page 11-----------------------

                                                                                                                       

contemporaneously  executed  memorandum  of  understanding  and  stock  purchase  



                                                                                                                                 

agreement.  And they argue that the stock purchase agreement expressly positioned the  



                                                                                                                                 

stock purchase as part of a comprehensive set of transactions that also included the  



                                                                                                                         

ongoing leases of the aircraft, the purchase of the hangar, and the Beardsleys' personal  



                                                                                                                                

guarantee. The Jacobsens contend there was no need for the Beardsleys to guarantee just  



                                                                                                                      

the stock purchase since the Beardsleys fully paid for the stock in cash.  The Jacobsens  



                                                                                                                                 

conclude that the guarantee was therefore meant to cover all transactions related to the  



                  

sale of the airline.  



                                                                                                                             

                     We  look  first  to  the  language  of  the  2008  guarantee  and  the  other  



                                                                                                                               

agreements the parties executed contemporaneously with that agreement. We then look  



                                                                                                                        

to the memorandum of understanding as the only contemporaneous extrinsic evidence  



                                                                                                                     

of the parties' intent at the time they formed the contracts. We conclude that reasonable  



                                                                            

people could find either parties' assertions to be true.  



                                                                                                                          

                               a.	       Some language in the guarantee implies that the parties  

                                                                                                                               

                                         intended  to  bind  the  Beardsleys  only  to  SeaPort  Air  

                                                                                                                       

                                         Group's obligations and not those of any other entity.  



                                                                                                                          

                     The 2008  guarantee expressly  defines "Buyer" as SeaPort Air  Group,  



                                                                                                                                

"Seller" as the Jacobsen Trust, and "Guarantors" as John and Janet Beardsley.  The key  



                                      

clause of the agreement states:  



                                                                                          

                     Guarantorsherebyguaranteeirrevocably and unconditionally  

                                                                                                             

                     and  promise  to  (i)  pay  .  .  .  to  the  .  .  .  Seller  .  .  .  all  

                                                                                                           

                     indebtedness now or hereafter due by Buyer to Seller that  

                                                                                    

                     Buyer has incurred or . . . may incur . . . to Seller, including  

                                                                                                             

                    without limitation all indebtedness now or hereafter due by  

                                                                                                

                     Buyer       to     Seller      pursuant         to     the     [Stock       Purchase]  

                                                                                                            

                    Agreement . . . and (ii) perform or cause to be performed any  

                                                                                                          

                     other  obligation  .  .  .  of  Buyer,  which  Buyer  has  or  may  

                                                                                                            

                    hereafter have due to Seller, including without limitation any  

                                                                                                        

                     obligation due or to be performed by Buyer to Seller under  

                                                                              

                    the [Stock Purchase] Agreement . . . .  



                                                             -11-	                                                           7481
  


----------------------- Page 12-----------------------

This language suggests that the Beardsleys were responsible for payment of any debts  

                                                                                                                 



or performance of any obligations SeaPort Air Group may have had with respect to the  

                                                                                                                               



Jacobsen Trust, including any debts or obligations SeaPort Air Group may have had  

                                                                                                                              



under the terms of the stock purchase agreement.  

                                                           



                    The stock purchase agreement references the Alaska Juneau Aeronautics  

                                     



aircraft leases with Wings Airline Services.   But according to the terms of the 2008  

                                                                                                                            



guarantee, the Beardsleys would be responsible for obligations under the aircraft leases  

                                                                                                                           



only if they were obligations that SeaPort Air Group owed to the Jacobsen Trust.  And  

                                                                                                                             



they were not.  The leases were an agreement between Alaska Juneau Aeronautics and  

                                                                                                                              



Wings Airline Services. The leases did not bind SeaPort Air Group to these obligations,  

                                                                                                                  



nor did they assign rights under the leases to the Jacobsen Trust. The Jacobsens contend  

                                                                                                                        



that  the  Beardsleys  are  liable  for  all  obligations  mentioned  in  the  stock  purchase  

                                                                                                                     



agreement.  But that is not what the plain language of the 2008 guarantee states.  The  

                                                                                                                              



guarantee binds the Beardsleys to any obligations SeaPort Air Group may have had with  

                                                                                                                             



respect to the Jacobsen Trust under terms of the stock purchase agreement, not all  

                                                                                                                               



obligations mentioned in that agreement.  

                                              



                              b.	       Other language in the guarantee implies that the parties  

                                                                                                                         

                                        intended the Beardsleys' guarantee to be broader.  

                                                                                                            



                    The  first  recital  in  the  2008  guarantee  describes  the  stock  purchase  

                                                                                                                     



agreement as a document  between  SeaPort Air  Group and  the Jacobsen  Trust that  

                                                                                                                              



orchestrates the "purchase,exchange, or lease-purchase"ofstock andotherassets owned  

                                                                                                                          



by the Trust and its affiliated, owned, or controlled entities.  This language implies that  

                                                                                                                              



the  parties  viewed  the  stock  purchase  agreement  as  a  comprehensive  document  

                                                                                                                    



encompassing all aspects of the business sale.  

                                                               



                    The Beardsleys note that the reference to "lease-purchase" in the guarantee  

                                                                                                                     



only provides context and positions the guarantee as one of several agreements related  

                                                                                                                         



                                                             -12-	                                                         7481
  


----------------------- Page 13-----------------------

to the sale of Wings of Alaska.   But it does more than just position the guarantee in  

                                                                                                                                



context with the other agreements.  It characterizes the stock purchase agreement as a  

                                                                                                                                 



document that encompasses the entire transaction.  

                                                           



                    After describingthestock purchaseagreement, theguaranteethen binds the  

                                                                                                                               



Beardsleys to obligations under the stock purchase agreement.  The description of the  

                                                                                                                              



stock purchase agreement as a comprehensive document covering all aspects of the  

                                                                                                                              



business sale and the binding of the Beardsleys to that comprehensive set of obligations  

                                                                                                                  



implies that the parties may have intended the guarantee to be broader than merely  

                                                                                                                        



covering the obligations of SeaPort Air Group.  

                                                             



                              c.	       Language in the stock purchase agreement corroborates  

                                                                                                              

                                        this broader understanding.  

                                                              



                    Thestock purchaseagreementexpressly identifiesthe"Other Agreements"  

                                                                                                               



that were part of the airline sale to include the aircraft leases, the real estate exchange  

                                                                                                                    



agreement for the hangar, and the Beardsleys' personal guarantee. Article II of the stock  

                                                                                                                           



purchase agreement states that these other agreements are incorporated by reference.  

                                                                                                                                    



And section 4.2 states that the stock purchase agreement and the other listed agreements  

                                                                                                                  



are  legal,  valid,  and  binding  obligations  of  SeaPort  Air  Group  and  the  Beardsleys  

                                                                                                                  



personally, enforceable against Sea Port Air Group and the Beardsleys.  This language  

                                                                                                                     



implies that the parties may have intended for the Beardsleys to guarantee all of the  

                                                                                                                              



obligations identified in  the stock purchase agreement and in the other agreements  

                                                                                                                 



associated with the sale of the airline business.  

                                                         



                              d.	       Thememorandumof understanding reinforcesa broader  

                                                                                                                       

                                        reading.  



                    Thememorandumofunderstanding firstoutlines theset oftransactions that  

                                                                                                                              



were part of the airline business sale.  These include the stock purchase agreement, the  

                                                                                                                              



aircraft  leases,  and  the  exchange  agreement  for  purchase  of  the  hangar.                                         After  

                                                                                                                          



                                                            -13-	                                                         7481
  


----------------------- Page 14-----------------------

documenting each transaction, the memorandum states:  "John P. Beardsley and Janet   



N.  Beardsley agree to guarantee the payment and performance of the related transactions                                                                                                                                                                               



on behalf of SeaPort [Air Group] and the Buyer's affiliated entities." The memorandum                                                                                                                                                                           



defines "Buyer" as                                                     SeaPort  Air Group, LLC "and certain affiliated entities."                                                                                                                                                             This  



language implies that the parties intended for the Beardsleys to guarantee performance                                                                                                                                                                              



of SeaPort Air Group's obligations and the obligations of any of SeaPort Air Group's                                                                                                                                                                                               



affiliates.  



                                               After SeaPort Air Group acquired 100% of Alaska Juneau Aeronautics                                                                                                                                                    



under the terms of the stock purchase agreement, Alaska Juneau Aeronautics became an                                                                                                                                                                                                                     

                                                                                                        15  Thememorandumof understanding therefore states that  

affiliate of SeaPort Air Group.                                                                                                                                                                                                                                                                     



the parties intended for the Beardsleys to guarantee payment and performance of Alaska  

                                                                                                                                                                                                                                                                                        



Juneau Aeronautics on the aircraft leases.  

                                                                                                                           



                                               The Beardsleys argue that the memorandumof understanding, by its terms,  

                                                                                                                                                                                                                                                                                            



can be used only as an aid to determine intent.  They contend that, in the event there is  

                                                                                                                                                                                                                                                                                                          



a conflict between the memorandum and another agreement, the specific agreement  

                                                                                                                                                                                                                                                                          



controls. They also argue that the reference in the memorandum to SeaPort Air Group's  

                                                                                                                                                                                                                                                                                    



affiliated entities can bind the Beardsleys to the obligations of the affiliated entities only  

                                                                                                                                                                                                                                                                                                 



if the other agreements expressly so indicate.  But in interpreting the agreements, we  

                                                                                                                                                                                                                                                                                                      



                        15                     AS    10.06.990(2)   defines    "affiliate"    as    "a    person    that    directly    or  



indirectly   .   .   .   controls,   or   is   controlled   by,   or   is   under   common   control   with,   a  

corporation subject to [the Alaska Corporations Code]."                                                                                                                                                AS 10.06.990(12)(A) defines                                                     

"control" as "owning directly or indirectly, or having the power to vote, 25 percent or                                                                                                                                                                                      

more of a class of voting securities of a corporation subject to [the Alaska Corporations                                                                                                                                                                         

Code]."     SeaPort   Air   Group  purchased   100%   of   Alaska   Juneau   Aeronautics's  

outstanding shares. Thus, Alaska Juneau Aeronautics was controlled by and an affiliate                                                                                                                                                                                                

of SeaPort Air Group.                                



                                                                                                                                             -14-                                                                                                                                               7481
  


----------------------- Page 15-----------------------

"give effect to the reasonable expectations of the parties"                                        16 by looking to the language  



                                                                                  17  

of the agreements but also to the parties' intent.                                                                      

                                                                                       The memorandum of understanding  



                                                                                                                                                

expressly provides that it may be used to determine the parties' intent with respect to the  



                                                                                                                       

relationship between the guarantee and the other agreements.  Here, the memorandum  



                                                                                                                                                

favors the interpretation that the parties intended for the Beardsleys to guarantee the  



                                                                                                                                  

obligations of SeaPort Air Group and any of its affiliates.  This includes the obligations  



                                                                               

of Alaska Juneau Aeronautics for the aircraft leases.  



                                                                                                                                                  

                                  e.	         A reasonable person could find both parties' assertions to  

                                                    

                                              be true.  



                                                                                                                                                

                       The above analysis shows that reasonable arguments exist both that the  



                                                                                                                                    

2008 guarantee did not cover the obligations of Alaska Juneau Aeronautics and that it  



                                                                                                                                                       

did. In favor of the Beardsleys, we note that this case involves two sophisticated parties.  



                                                                                                                                    

And the parties were careful to list and bind the Beardsleys in their various capacities  



                                                                                                                                               

when  they  wanted  to  do  so.                            The  Beardsleys  signed  the  2008  guarantee,  the  



                                                                                                                                               

memorandum of understanding, and the stock purchase agreement as individuals, and  



                                                                                                                                                       

John Beardsley also signed these documents as General Manager of SeaPort Air Group.  



                                                                                                                                    

The Beardsleys signed the first promissory note as individuals, and John Beardsley  



                                                                                                                                     

signed as partner ofFountainVillageDevelopment. John Beardsley signedtheexchange  



                                                                                                                                                       

agreement and the put option agreement as partner of Fountain Village Development.  



                                                                                                                                           

But the leases were signed only by the CEO of Alaska Juneau Aeronautics.  The leases  



                                                                                                                                                

also make no mention of the Beardsleys' personal guarantee, counter to language in the  



                                                                                                                                   

other documents.  It is reasonable to conclude that these discrepancies in the documents  



          

were intentional.  



            16         Casey v. Semco Energy, Inc.                     , 92 P.3d 379, 383 (Alaska2004) (citing                            Exxon  



Corp. v. State          , 40 P.3d 786, 793 (Alaska 2001)).              



            17         Norton v. Herron, 677 P.2d 877, 880 (Alaska 1984).  

                                                                                                       



                                                                     -15-	                                                                  7481
  


----------------------- Page 16-----------------------

                                      Likewise it seems reasonable that the Jacobsens would want guarantees on                                                                                                                                   



all   aspects   of   the   deal.     Much   of   the   language   in  the   documents   appears   to   be  



comprehensive, and it seems clear the Jacobsens attempted to cover all bases.                                                                                                                                                 Because  



entities were involved in some of the transactions that ordinarily would have shielded the                                                                                                                                                     



Beardsleys from liability, it would be reasonable for the Jacobsens to demand that                                                                                                                                                          



personal guarantees were present.                                          



                                      It may be that at trial the trier of fact would find it more likely than not that                                                                                                                      



the parties intended the 2008 guarantee to cover the aircraft leases.                                                                                                                          But the language of                                



the 2008 guarantee and related agreements is reasonably susceptible to both parties'                                                                                                                                              



asserted meanings.   So long as there is "more than a scintilla" of evidence supporting                                                                                                                                  

                                                                                                                                                                                 18       Determination of the  

both sides of the argument, a genuine factual dispute exists.                                                                                                                                                                                 



parties' intent with respect to the 2008 guarantee therefore presents a genuine issue of  

                                                                                                                                                                                                         



material fact inappropriate for summary judgment.  

                                                                                                                     



                                      2.	                The language of the 2010 guarantee is reasonably susceptible to  

                                                                                                                                                                                                                                                  

                                                         more than one intended meaning.  

                                                                                                                                    



                                      The parties assert largely similar arguments with respect to their intent  

                                                                                                                                                                                                                                       



when executing the agreements related to their 2010 settlement. The Beardsleys contend  

                                                                                                                                                                                                                                 



that the 2010 guarantee, like the 2008 guarantee, does not list Alaska Juneau Aeronautics  

                                                                                                                                                                                                                      



as a "Buyer." The parties added the obligations of Fountain Village Development to the  

                                                                                                                                                                                                                                                



2010 guarantee, but not any other entity.  The Beardsleys also note that the parties were  

                                                                                                                                                                                                                                          



again careful to ensure the Beardsleys signed each of the agreements that were part of  

                                                                                                                                                           



the 2010 settlement in the appropriate capacity. They argue that because the parties took  

                                                                                                                                                                                                                                            



care to ensure each agreement explicitly listed those entities they wished to bind, the lack  

                                                                                                                                                                                                                                            



                   18                 Kalenka,  262  P.3d  at  607  (quoting  Beal,  216  P.3d  at   1161).  



                                                                                                                   -16-                                                                                                                              7481  


----------------------- Page 17-----------------------

                                                                                                                             

of any mention of Alaska Juneau Aeronautics in the 2010 guarantee must have been  



                   

intentional.  



                                                                                                                    

                    The Jacobsens counter that in light of the breaches to the 2008 agreements  



                                                                                                                             

andFountain VillageDevelopment's subsequentbankruptcy,theparties crafted the2010  



                                                                                                                                

settlement agreements to ensure the Jacobsens would be adequately protected in the  



                                                                                                 

event of future default by any of the entities.   This included inserting cross-default  



                                                                                                                               

provisions  into  the  leases  and  the  replacement  promissory  note  and  removing  the  



                                                                               

Beardsleys' unilateral option to extend the aircraft leases.  



                                                                                                                             

                    We conclude that despite additional protections the Jacobsens put in place  



                                                                                                                          

as part of the 2010 settlement, a reasonable person could still discern a genuine dispute  



                                                                                                                          

as to whether the Beardsleys' personal guarantee included the obligations of Alaska  



                                                                                                                              

Juneau Aeronautics.  The issue therefore remains a disputed material fact that must wait  



                                

until trial for proper resolution.  



                                                                                                                                

                               a.	       The  2010  settlement  agreements  show  an  intent  to  

                                                                                                           

                                         comprehensively protect the Jacobsens' interests.  



                                                                                                                          

                    Byits terms the 2010 memorandumof settlement memorialized theparties'  



                                                                                                                               

settlement  agreement.                It  summarized  all  of  the  agreements  that  were  part  of  the  



                                                                                                                         

settlement,  including  the  amendments  to  the  aircraft  leases  with  Alaska  Juneau  



                                                                                                                                 

Aeronautics. It stated that the Beardsleys' personal guarantee would provide security for  



                                                                                                                                

the various agreements. It was signed by John Beardsley on behalf of all the entities the  



                                                                                                                          

Beardsleys controlled:  SeaPort Air Group, Fountain Village Development, and Alaska  



                                                                                                                                 

Juneau  Aeronautics.                John  and  Janet  Beardsley  also  signed  the  memorandum  as  



                                                                                                                            

individuals. Finally, it allowed entry of confession of judgment in the event of any future  



                                                                                                                                      

breach by any of the defendants. These defendants included Alaska Juneau Aeronautics.  



                                                                                                                                

The memorandum thus appears to bind Alaska Juneau Aeronautics to the terms of the  



                                                             -17-	                                                          7481
  


----------------------- Page 18-----------------------

                                                                                                                                  

settlement and allows for simplified default procedures in the event of a future breach of  



       

the leases.  



                                                                                                                             

                     Similar to the memorandum, the confession of judgment included a broad  



                                                                                                                                  

list of the entities liable under the confession, including Alaska Juneau Aeronautics.  It  



                                                                                                                      

wassigned by John Beardsley as Managing Member of SeaPort Air Group and Chairman  



                                                                                                                                

of Alaska Juneau Aeronautics and by the Beardsleys as individuals.  It empowered the  



                                                                                                                         

clerk of the court to enter judgment against all of the listed entities "for the full amount  



                                                                            

due . . . under the [memorandum of settlement]."  



                                                                                                                    

                    It  is true,  as  the  Beardsleys  note  in  their  briefing,  that  the  confession  



                                                                                                                  

described the judgment amount only in terms of the money due on the replacement  



                                                                                                                                

promissory note.  But this language did not limit the confession of judgment only to the  



                                                                                                                          

outstanding value of the replacement note. By cabining its reference to a specific amount  



                                                                                                                               

due with the phrase "as of June 1, 2010," the confession anticipated that the amount due  



                                                                                                                               

was not final as of execution of the agreement. Rather, it would be calculated only if and  



                                                                                                                                      

when a court entered judgment against the Beardsleys and the other listed entities.  



                                                                                                                                

Moreover, by its terms, the confession indicated judgment could be entered for the full  



                                                                                                                     

amount due under the memorandum of settlement.   The memorandum of settlement  



                                                                                                                             

incorporated the extensions to the aircraft leases. The confession therefore allows entry  



                                                                              

of judgment for the amount due under the aircraft leases.  



                                                                                                                    

                    The parties also took care to add cross-default provisions to the promissory  



                                                                                           

note and the leases that were not present previously.  This implies an intent in 2010 to  



                                               

allow the Jacobsens to collect on all of their outstanding debt at the first sign of future  



                                                                                                                                 

trouble by any of the entities involved. The replacement promissory note also bound all  



                                                                                                                      

of the Beardsley-controlled entities to its obligations.  It was signed by John Beardsley  



                                                                                                                          

as Managing Member of SeaPort Air Group and Janair and as Chairman of Alaska  



                                                             -18-                                                           7481
  


----------------------- Page 19-----------------------

                                                                                                                                19  

Juneau Aeronautics                                                                                                                        and by the Beardsleys individually.                                                                                                                                                                                                      As with the memorandum of                                                                                                                                                     



 settlement                                                                     and                                the                             confession                                                                        of                        judgment,                                                                    these                                         facts   imply                                                                                 an                         intent                                           to  



 comprehensively protect the Jacobsens' rights under the 2010 settlement.                                                                                                                                                                                                                                                                                                                                          



                                                                                                                                  b.	                                        The   plain   language   of   the   2010   guarantee   favors   a  

                                                                                                                                                                             narrower reading.   



                                                                                       The plain language of the 2010 guarantee remains an important indicator                                                                                                                                                                                                                                                                                                                                                       



 of the intentions of these two sophisticated parties.                                                                                                                                                                                                                                                                               And the language is relatively clear.                                                                                                                                                                                                        



 The Jacobsens took the opportunity in 2010 to define "Buyers" more broadly than they                                                                                                                                                                                                                                                                                                                                                                                                                                                              



 did in 2008 and added Fountain Village Development's obligations to the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



But the 2010 guarantee makes no mention of Alaska Juneau Aeronautics.                                                                                                                                                                                                                                                                                                                                                                                                                                        We must   



 contrast this absence with the care taken to ensure all relevant entity representatives                                                                                                                                                                                                                                                                                                                                                                                   



 signed the individual agreements to which they were parties.                                                                                                                                                                                                                                                                                                                                              It begs the question why                                                                                                               



Alaska   Juneau   Aeronautics   would   have   been   left   out   of   the   2010   guarantee   if   the  



 intention were to bind the Beardsleys to that company's obligations.                                                                                                                                                                                                                                                                                                       



                                                                                                                                  c.	                                        A reasonable person could find either parties' assertions                                                                                                                                                                                                                                                                    

                                                                                                                                                                             to be true.                         



                                                                                       Despite the additional protections the Jacobsens implemented in 2010 to                                                                                                                                                                                                                                                                                                                                                                                                   



protect their interests, we conclude that the extent of the Beardsleys' personal guarantee                                                                                                                                                                                                                                                                                                                                                                                                                      



 is a disputed material fact that cannot be resolved on summary judgment.                                                                                                                                                                                                                                                                                                                                                                                                                       We believe   



this case provides an important illustration of Alaska's summary judgment standard, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



wetakethis opportunity                                                                                                                                   toemphasizeour long-standing                                                                                                                                                                              supportfor "preserving                                                                                                                                 theright   



to have factual questions resolved by a trier of fact only after following the procedures                                                                                                                                                                                                                                                                                                                                                                                                              



                                            19                                         The replacement promissory note is actually signed by John Beardsley as                                                                                                                                                                                                                                                                                                                                                                                                   



 Chairman of SeaPort Airlines, Inc. because Alaska Juneau Aeronautics changed names                                                                                                                                                                                                                                                                                                                                                                                                                                                  

to SeaPort Airlines, Inc. in 2010.                                                                                                                                                                                    But as noted above,                                                                                                                   see supra                                                         note 1, we continue to                                                                                                              

use Alaska Juneau Aeronautics for simplicity.                                                                                                                                                                                       



                                                                                                                                                                                                                                                                    -19-	                                                                                                                                                                                                                                                                        7481
  


----------------------- Page 20-----------------------

                                                              20  

  of a trial."                                                           When the parties to a contract assert different intentions with respect to                                                                                                                                                                                                                                                                                                                                                      



  contractual language, only when no reasonable person could discern a genuine dispute                                                                                                                                                                                                                                                                                                                                                                                     



 regarding contractual intent should a court resolve that question on summary judgment.                                                                                                                                                                                                                                                                                                                                                                                                                                     



 Reasonable people could conclude either that the parties intended to bind the Beardsleys                                                                                                                                                                                                                                                                                                                                                              



 to the obligations of Alaska Juneau Aeronautics, or that they did not.                                                                                                                                                                                                                                                                                                                                       This is a question                              



 the trier of fact must resolve at trial.                                                                                                                                            



                                        B.	                                    A   Genuine   Dispute   Exists   Regarding   Whether   The   Beardsleys'  

                                                                               Personal Guarantees Extended To The 2012 Leases.                                                                                                                                                                                                                                   



                                                                               If   we   assume   for   the   sake   of   analysis   that   the   Beardsleys   personally  



  guaranteed the obligations of Alaska Juneau Aeronautics in 2008 and 2010, this case                                                                                                                                                                                                                                                                                                                                                                                                       



  could turn on whether the 2012 lease agreements were new leases or extensions.                                                                                                                                                                                                                                                                                                                                                                                                     Both  



 the 2008 and 2010 guarantees state that the Beardsleys "shall not be released, relieved,                                                                                                                                                                                                                                                                                                                                                                          



  discharged or otherwise affected by . . . any extension[ or] renewal" of their obligations                                                                                                                                                                                                                                                                                                                                                         



 under the guarantees.                                                                                                         This language implies that if the parties extended or renewed the                                                                                                                                                                                                                                                                                                    



  aircraft leases subsequent to their expiration in 2012, the personal guarantees would                                                                                                                                                                                                                                                                                                                                                                                         



  continue to bind the Beardsleys to those lease obligations.                                                                                                                                                                                                                                                                                                   If on the other hand the                                                                                                          



 parties decided to enter into an entirely new set of lease agreements, the guarantees                                                                                                                                                                                                                                                                                                                                                                



 would not bind the Beardsleys personally to obligations under the new agreements.                                                                                                                                                                                                                                                                                                                                            



                                                                               The superior court considered whether the 2012 leases were extensions of                                                                                                                                                                                                                                                                                                                                                   



 the old leases or entirely new agreements and concluded that though the 2012 leases                                                                                                                                                                                                                                                                                                                                                                                              



  expressly   stated   they   were   new   leases,   they   were   "for   all   practical  purposes   .   .   .  



  extension[s] of the old lease[s]."                                                                                                                                                                  But it was error to resolve this issue on summary                                                                                                                                                                                                       



judgment.   Whether the parties intended the 2012 leases to be new leases or extensions                                                                                                                                                                                                                                                                                                                                                                 



  of the old leases is a disputed material fact.                                                                                                                                                                                



                                        20                                     Christensen  v.  Alaska  Sales  & Serv.,  Inc.,  335  P.3d  514,  521  (Alaska  2014).  



                                                                                                                                                                                                                                          -20-                                                                                                                                                                                                                                                                        7481  


----------------------- Page 21-----------------------

                                                                                                                  

                    The Beardsleys argue that the 2012 leases are wholly new agreements,  



                                                                                                                               

pointing  to  language that states they  are "new Aircraft Lease Agreement[s]."                                               The  



                                                                                                                               

Jacobsens highlight language in the 2012 leases referencing the 2008 leases and note that  



                                      

the 2012 leases contain substantially similar language to the 2008 leases and the 2010  



                                                                                                                              

lease amendments. They argue that the parties intended to renew the old leases once they  



                 

expired in 2012.  



                                                                                                                         

                    The form of the 2012 leases suggests they are extensions to the original  



                                                                                                                   

2008 leases.   The 2012 leases are structured to include a primary lease agreement,  



                                                                                                                  

outlining common provisions applicable to all five aircraft, along with lease supplements  



                                                                                       

specific to each aircraft.  The 2008 leases are structured identically.  



                                                                                                                            

                    The terms of the 2012 leases also largely match terms from the 2008 leases  



                                                                                                                         

and the 2010 amendments.  The 2010 cross-default provisions are incorporated directly  



                                                                                                                     

into the text of the 2012 leases. Other terms in the 2012 leases are identical to provisions  



                                                                                                                                

in the 2008 leases. These similarities suggest a relationship between the 2012 leases and  



                                                                                                                            

their earlier counterparts, not that the parties contracted for an entirely new set of rights  



        

and obligations.  



                                                                                                                            

                    But  we  again  observe  that  the  Beardsleys  and  the  Jacobsens  were  



                                                                                                                                

sophisticated parties represented by counsel.  As such, we must give deference to the  



                                                                                                                            

language of the documents they executed.  And the plain language of the 2012 leases  



                                                                                                                     

states that these were "new" leases.  The Alaska Juneau Aeronautics board resolution  



                                                                                                                               

adopting the 2012 leases also indicated that the old leases were about to expire and that  



                                                                                                                          

the 2012 leases were "new" leases.  These facts support a conclusion that the parties  



                                                                                                                                      

considered the 2012 leases to be new, not amendments or extensions to the old leases.  



                                                             -21-                                                           7481
  


----------------------- Page 22-----------------------

The   parties'   intent   with   respect  to   these   leases   constitutes   a   disputed   material   fact  

sufficient to deny summary judgment.                        21  



V.         CONCLUSION  



                     We REVERSE the superior court's order granting summary judgment in  



                                                                                

favor of the Jacobsens and REMAND for further proceedings.  



           21        See id. at 519 (defining material fact to be "one upon which resolution of  

                                                                                                                                      

an issue turns").  

               



                                                               -22-                                                                  7481  

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