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WebBank v. American General Annuity Service Corp.8/16/2002
cter of the transaction as a whole. See Colonial Leasing, 731 P.2d at 487. In other words, when we view all of the provisions of the contract together, we conclude that an ambiguity exists as to whether WebBank intended to create a genuine loan transaction or a sale or an assignment disguised as a loan transaction. Because the nature and character of the transaction is ambiguous and the intent of the parties unclear, resort to extrinsic evidence is required to determine the intent of the parties to the security agreement and promissory note. See Cent. Fla. Invests., Inc., 2002 UT 3 at 12; see also Sunrider Corp., 2002 UT 43 at 18, 23; SME Indus., Inc., 2001 UT 54 at 15; Dixon, 1999 UT 89 at 14; Winegar, 813 P.2d at 108; Faulkner, 665 P.2d at 1293. Such ambiguity may be resolved only by the trier of fact after consideration of parol or extrinsic evidence as to the parties' intentions, that is, a review and evaluation of all the facts and circumstances surrounding the substance of the transaction. SeeWinegar, 813 P.2d at 108; Colonial Leasing, 731 P.2d at 487; 79 C.J.S. Secured Transactions ยง 24. Therefore, the trial court erred in granting summary judgment to WebBank. See SME Indus., Inc., 2001 UT 54 at 15; Colonial Leasing, 731 P.2d at 487-88.
Because the grant of summary judgment was improper due to the existence of a disputed factual issue as to WebBank's and Soliz's intentions and the nature and character of the transaction, we reverse and remand for trial in order that extrinsic evidence may be presented as to WebBank's and Soliz's intentions regarding the nature and character of the transaction.
Furthermore, because we remand for determination of the parties' intent in connection with the transaction and the true character of the transaction, that is, because the transaction's legal classification as a loan or a sale remains undetermined, we do not reach the parties' arguments regarding the legal question of whether certain exceptions to Article 9 of the UCC apply to the transaction at issue in this case.
CONCLUSION
For the foregoing reasons, the trial court's grant of summary judgment to WebBank was improper. We reverse and remand for a trial to determine the intentions of the parties and the character of the transaction.
Chief Justice Durham, Associate Chief Justice Durrant, Justice Howe, and Justice Wilkins concur in Justice Russon's opinion.
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