Enterprise Financial Corp. v. Ross White Enterprises, Inc.

Smith, Judge,

concurring specially.

I agree that the trial court did not err in granting summary judgment to National, but I cannot agree that the expiration provision in the guaranty was unambiguous. If the January 31, 1992 expiration date refers to the date by which a sale of equipment must be made to be subject to the guaranty, rather than the time within which a claim can be made, then the time for making a claim itself would be of indefinite duration. The use of the word “can” in the expiration provision is also ambiguous. Although the word is often used interchangeably with “may,” it also is interpreted as “to be enabled by law” or “to have a right to.” See Black’s Law Dictionary, p. 206 (6th ed. 1990). Even if the word “can” is used in an indefinite sense, it may refer not to a time limitation, but to the expectation or hope that no claim under the guaranty would be necessary.

The trial court correctly found this language to be ambiguous. However, “[t]he construction of a contract is a question of law for the court, and ‘even ambiguous contracts are to be construed by the court unless an ambiguity remains after application of applicable rules of construction.’ [Cit.]” McGee v. Southern Gen. Ins. Co., 194 Ga. App. 783, 784 (391 SE2d 669) (1990). The trial court applied the appropriate rules of contract construction to the expiration provision, construing it strictly against the drafter to effectuate its intent. I therefore concur in the affirmance of the trial court’s grant of summary judgment to National.