Lawrence v. Farm Credit System Capital Corp.

MACY, Justice.

These consolidated cases involve appeals from the judgment entered on a directed verdict in favor of Production Credit .Association of the Midlands (Production Credit) and Farm Credit System Capital Corporation (Farm Credit) and against James W. Lawrence, Pat E. Lawrence, Charles K. Lawrence, and Dorothy D. Lawrence on two separate promissory notes and allowing foreclosure and sale of personal and real property used as security for those promissory notes, including after-acquired property. In addition, the judgment found that Charles K. Lawrence Order Buying Company, Inc. (Order Buying Company), Lawrence Land Company, Inc. (Land Company), James W. Lawrence, and Linda Lawrence Love were not liable as makers, guarantors, or co-signers on one promissory note and that Clear Creek Ranch Co., Inc. (Clear Creek) was not liable as a maker, guarantor, or co-signer on either promissory note. The judgment also dismissed the counterclaims of Dan B. Lawrence, Charles F. Lawrence, John D. Lawrence, Linda Lawrence Love, James W. Lawrence, and Pat E. Lawrence.

We affirm in part, reverse in part, and remand.

The parties’ issues on appeal are summarized as follows:

1. Whether the trial court erred when it entered its judgment on the directed verdict:
a. awarding Production Credit and Farm Credit judgment against James W. Lawrence, Pat E. Lawrence, Charles K. Lawrence, and Dorothy D. Lawrence on the two separate promissory notes and allowing foreclosure on personal and real property used as security for the payment of the promissory notes;
b. awarding Production Credit and Farm Credit all but $100 from the pro*643ceeds of the sale of the wool and sheep branded X7 and the accompanying incentive payments;
c. determining that Order Buying Company, Land Company, Clear Creek, James W. Lawrence, and Linda Lawrence Love were not liable as makers, guarantors, or co-signers on the January 19, 1984, promissory note; and
d. dismissing the counterclaims of Dan B. Lawrence, James W. Lawrence, and Pat E. Lawrence.
2. Whether the trial court erred in refusing to hear evidence relating to the financial collapse of the Wyoming Production Credit Association and Production Credit.

This action commenced with the filing of an original complaint on October 3, 1985, which was amended on two occasions.1 Production Credit and Farm Credit alleged in the last amended complaint filed on September 18,1986, that Order Buying Company, Land Company, Charles K. Lawrence, Dorothy D. Lawrence, Linda Lawrence Love, and James W. Lawrence, in consideration of an extension or renewal loan, executed and delivered to Wyoming Production Credit Association, now Production Credit, a promissory note in the principal amount of $950,000, plus interest, payable on or before December 15,1984. The complaint also alleged that, to secure payment of a $955,000 promissory note and as part of that same transaction, Land Company executed a mortgage on approximately 6,841 acres of agricultural land.2 It was further alleged that Charles K. Lawrence, Dorothy D. Lawrence, James W. Lawrence, and Linda Lawrence Love, doing business as Clear Creek, executed a security agreement pledging livestock, livestock proceeds or product, feed crops, equipment, and all after-acquired property as security for the payment of the $950,000 promissory note. The complaint then alleged that the conditions of the promissory note, mortgage, and security agreement were broken and that Charles K. Lawrence had converted secured properties. It also stated that there was a lien on the cash proceeds from the sale of sheep branded X7 and other after-acquired livestock or equipment and that Dan B. Lawrence claimed these proceeds. The complaint requested that the trial court find due and owing the amount of $686,918.25, which included interest through July 14, 1986, plus interest accruing thereafter at the rate of $215.1780 per day, and that the lien on the real and personal property in favor of Production Credit and Farm Credit be foreclosed with the property being sold to reduce the judgment. The complaint further asked that the proceeds from the sale be awarded to Production Credit and Farm Credit.

The complaint also alleged that James W. Lawrence and Pat E. Lawrence, in consideration for an extension or renewal loan, executed and delivered a promissory note for $49,000 payable on or before December 15, 1984, and executed a security agreement pledging to Wyoming Production Credit Association, now Production Credit, existing and future livestock as security for the loan. The complaint alleged that such promissory note was not paid when due and prayed for a judgment of $34,-350.22 plus interest of $8.5240 per day from and after July 14, 1986, plus attorney’s fees and costs. It also prayed for an order giving them authority to sell the security to reduce the judgment and giving them ownership of the proceeds from the sale of the sheep branded X7.

In response to Production Credit’s and Farm Credit’s last amended complaint, Clear Creek, Order Buying Company, Land *644Company, Charles K. Lawrence, Dorothy D. Lawrence, James W. Lawrence, Pat E. Lawrence, Linda Lawrence Love, John D. Lawrence, Charles F. Lawrence, and Dan B. Lawrence (defendants) filed an answer and counterclaim on October 3, 1986. In their answer, the defendants alleged that Dan B. Lawrence was the owner of the sheep branded X7 and that he was legally entitled to those proceeds. Their counterclaim alleged that Dan B. Lawrence, James W. Lawrence, Pat E. Lawrence, Robert S. Love, and Linda Lawrence Love had applied for loans from the Farmers Home Administration and the Small Business Administration but that Production Credit arbitrarily, capriciously, and maliciously refused to sign nondisturbance agreements with the intent to damage, humiliate, and embarrass them; that Production Credit and Farm Credit damaged defendants by objecting to their securing a loan with the State of Wyoming Farm Loan Board; and that Production Credit and Farm Credit had brought their action in bad faith. It also alleged that Production Credit and Farm Credit had intentionally harassed, embarrassed, and denied James W. Lawrence, Dan B. Lawrence, and Linda Lawrence Love an opportunity to avail themselves of federal assistance in a young and beginning ranchers program; and that each of the individual persons signing the promissory notes had done so as a guarantor and not as a maker. Finally, it alleged that Production Credit had breached an agreement to advance to defendants $100,-000 from the State of Wyoming Farm Loan Board loan proceeds; and that Production Credit had breached its agreement with each defendant to extend between $955,000 and $2,000,000 as a revolving line of credit until December 15, 1990, by bringing the lawsuit.

When faced with a directed verdict question, this Court’s applicable standards of review are as follows:

In reviewing the grant of a directed verdict by a trial court, consideration must be given to all evidence favorable to [the] party against whom the motion is directed, as well as to all reasonable and legitimate inferences which might be drawn therefrom. Whether or not the evidence so viewed is sufficient to create an issue for the jury is solely a question of law to be answered by the trial court. That court must determine whether or not the evidence is such that, without weighing the credibility of the witnesses[ ] or otherwise[ ] considering the weight of the evidence, there is but one conclusion as to [the] verdict which men of reason could reach.

Town of Jackson v. Shaw, 569 P.2d 1246, 1250 (Wyo.1977) (citations and footnote omitted).

“In determining whether a verdict should have been directed, the appellate court applies the same standard as does the trial court in passing on the motion originally. * * * Whether a verdict should be directed is a question of law and on those questions litigants are entitled to full review by the appellate court without special deference to the views of the trial court.” 9 Wright and Miller, Federal Practice and Procedure, Civil, § 2536, p. 595, and § 2524, pp. 541-542.

Carey v. Jackson, 603 P.2d 868, 877 (Wyo.1979).

[S]ince a directed verdict deprives the parties of a determination of the facts by a jury, such motion should be cautiously and sparingly granted.

Cody v. Atkins, 658 P.2d 59, 61 (Wyo.1983). See also Sims v. General Motors Corporation, 751 P.2d 357 (Wyo.1988).

Applying these rules, we will decide whether the trial court erred when it directed a verdict awarding Production Credit and Farm Credit judgment against James W. Lawrence, Pat E. Lawrence, Charles K. Lawrence, and Dorothy D. Lawrence on the two separate promissory notes and allowing foreclosure on the personal and real property used as security for the payment of those promissory notes. We begin by looking at the documents themselves to determine if they are ambiguous. As stated in Farr v. Link, 746 P.2d 431, 433 (Wyo.1987):

Our rules of contract construction are well established. The construction or in*645terpretation of a contract is a question of law for the court. The basic purpose in construing or interpreting a contract is to determine the intent of the parties. If the contract is in writing and the language is clear and not ambiguous, the intention of the parties is to be secured from the words of the agreement.
* * * An ambiguous contract is an agreement which is obscure in its meaning because of indefiniteness of expression or because of a double meaning being present. Whether ambiguity exists in a contract is a question of law.

(Citations omitted.) We have also stated that, if a contract is unambiguous, this Court will not rewrite that contract under the guise of interpretation. Arnold v. Mountain West Farm Bureau Mutual Insurance Company, Inc., 707 P.2d 161 (Wyo.1985).

Examination of the record indicates the promissory note of January 19,1984, in the amount of $950,000 signed by Charles K. Lawrence, Dorothy D. Lawrence, James W. Lawrence, Linda Lawrence Love, Order Buying Company, Land Company, and Clear Creek is clear and unambiguous. That promissory note provides in applicable part:

On or before December 15, 1984 for value received, I, we or either of us promise to pay to the order of Wyoming PRODUCTION CREDIT ASSOCIATION, at its office in the city of Casper, State of Wyoming, Nine Hundred Fifty Thousand and NO/100 Dollars, $950,000.00 * * *.

The promissory note of January 23, 1984, in the amount of $49,000 signed by James W. Lawrence and Pat E. Lawrence uses the same applicable language. That promissory note provides in part:

On or before February 15,1985 for value received, I, we or either of us promise to pay to the order of Wyoming PRODUCTION CREDIT ASSOCIATION, at its office in the city of Casper, State of Wyoming, Forty-Nine Thousand and NO/100 Dollars, $49,000.00 * * *.

Likewise, the security agreement pledging livestock, equipment, and after-acquired property signed by Charles K. Lawrence, Dorothy D. Lawrence, James W. Lawrence, and Linda Lawrence Love as security for the payment of the January 19,1984, promissory note and the security agreement pledging livestock and after-acquired livestock signed by James W. Lawrence and Pat E. Lawrence as security for the payment of the January 23, 1984, promissory note are clear and unequivocal.

The sole discrepancy arises over the meaning of certain language encompassed in the mortgage which was executed by Land Company on a $955,000 promissory note and which was later used as security for the January 19, 1984, promissory note in the amount of $950,000. That language specifically states:

PROVIDED, ALWAYS, and these presents are upon this express condition, that if the said Mortgagor shall and does well and truly pay or cause to be paid to the said Mortgagee, its successors and assigns, the sum of $955,000.00 according to the conditions of one promissory note dated January 12, 1983 executed by Charles K. Lawrence, Dorothy D. Lawrence, James W. Lawrence, Linda Lawrence Love, dba Clear Creek Ranch, Charles K. Lawrence[,] Order Buying Co., Inc., Lawrence Land Company, executed by the Mortgagor and payable to the order of the Mortgagee, and of any and all renewals or extensions thereof, together with interest thereon, at such rate or rates as may be specified therein, and such further amount not exceeding $1,045,000.00 which may be advanced in the future by the Mortgagee to the Mortgagor, but if advanced, to be advanced prior to December 15, 1990, making the aggregate and ultimate amount secured hereby the sum of $2,000,000.00, and the whole amount to become due and payable on or before December 15, 1990, with interest as aforesaid according to the promissory note or notes to be executed by the Mortgagor payable to the order of the Mortgagee, which sum or sums of money the said Mortgagor hereby covenants to pay * * \

(Emphasis added.) Those of the Lawrence family who brought this appeal contend *646that this language constituted an obligation on the part of Production Credit and Farm Credit to advance credit and that, in bringing this suit, they breached that agreement. Conversely, Production Credit and Farm Credit assert that the document, through use of the word “may,” provided that they could advance additional moneys if they desired and that they were not under any mandatory obligation to do so.

In Bethurem v. Hammett, 736 P.2d 1128, 1136 (Wyo.1987), we stated:

As a general rule, courts will ascertain the intentions of the parties by interpreting the language that is used in the contract and will not resort to adding what has been omitted or omitting what has been added. If the contract is in writing and the language is clear and unambiguous, the intention is to be established from the words of the contract by considering the contract as a whole and reading each provision in light of all other provisions.

(Citations omitted.) We have further stated that, if a contract is free from ambiguity, we need only to look at the plain meaning of the words in our effort to ferret out the intention of the parties. E & E Mining, Inc. v. Flying “D” Group, Inc., 718 P.2d 58 (Wyo.1986).

According to 26A Words and Phrases, May, 386 (1953), and the numerous cases cited therein, the word “may” is generally used to imply permissive or discretional, rather than mandatory, obligation. See also Filtrol Corp. v. Loose, 209 F.2d 10 (10th Cir.1953); Aroostook Valley Railroad Company v. Bangor & Aroostook Railroad Company, 455 A.2d 431 (Me.1983); and Leghorn v. Wieland, 289 So.2d 745 (Fla.App.1974). We see no reason why that approach should not be followed by this Court in this instance. While we also recognize that some courts adhere to the rule of law that the meaning of the word “may” must be determined from the whole contract and the manifest intention of the parties as expressed therein, Burgess Mining & Construction Corp. v. City of Bessemer, 294 Ala. 74, 312 So.2d 24 (1975); Carleno Coal Sales v. Ramsay Coal Co., 129 Colo. 393, 270 P.2d 755 (1954), an application of that rule with regard to this case dictates the same conclusion. We hold that Production Credit and Farm Credit were not under a mandatory obligation to lend any amount of money to the Lawrences other than as encompassed within the promissory notes and that the mortgage executed as security for the payment of the January 19, 1984, promissory note is clear and unambiguous on its face.

The Lawrences assert that testimony presented at trial shows the agreements were meant to be “line of credit loans” rather than simple promissory notes which were due and owing on December 15, 1984, and February 15, 1985, respectively. We will not deviate in this case from our rule of law that, unless there is an ambiguity or lack of clarity in the terms of a contract, this Court will not look beyond the contract to ascertain its meaning. Bethurem, 736 P.2d 1128; Samuel Mares Post No. 8, American Legion, Department of Wyoming v. Board of County Commissioners of County of Converse, 697 P.2d 1040 (Wyo.1985). If the intent of the parties can be ascertained from the plain and unambiguous language of the contract, such should be done as a matter of law without reference to extrinsic evidence. Id. Accordingly, we hold that the trial court properly directed a verdict awarding Production Credit and Farm Credit judgment against James W. Lawrence, Pat E. Lawrence, Charles K. Lawrence, and Dorothy D. Lawrence on the two separate promissory notes and allowing foreclosure on the personal and real property used as security for the payment of those promissory notes.

We will now decide whether the trial court erred when it found that the proceeds from the sale of the wool and sheep branded X7 and the accompanying incentive payments less $100 belonged to Production Credit and Farm Credit pursuant to the security agreement executed by Charles K. Lawrence, Dorothy D. Lawrence, James W. Lawrence, and Linda Lawrence Love as security for the January 19, *6471984, promissory note for $950,000.3 Resolution of this issue requires a two-step inquiry. First, we must determine if the after-acquired property clause in the security agreement executed in connection with the January 19 promissory note was sufficiently descriptive to support the trial court’s finding that Production Credit and Farm Credit had a security interest which would reach these aforementioned properties. If we answer that question in the affirmative, we then must further determine whether the trial court properly directed a verdict in favor of Production Credit and Farm Credit upon its finding that Charles K. Lawrence was the actual purchaser and owner of these sheep, thus bringing these sheep and the proceeds therefrom within the coverage of the security agreement.

We stated previously that the security agreements are clear and unequivocal. Therefore, we will look solely to the words of the agreement to determine the intention of the parties, considering the contract as a whole and reading each provision in light of all other provisions. Inserted in typewritten form on the front page of the security agreement covering the January 19, 1984, promissory note are the following descriptions of the collateral:

This security agreement is intended to cover 445.5 head of cattle, branded on the left ribs, or on the left hip, or on the left ribs and shoulder or left ribs or left shoulder, or on the left hip and shoulder, or on the left hip and shoulder, or on the left ribs or on the left ribs and more particularly described as: 295 cows[,] 125.5 calves[,J 25 bulls[.]
Together with 2,469 head of sheep branded on the right hip or on the right shoulder or back, or on the left shoulder, or on the left shoulder and more particularly described as: 2,389 ewes[,] 80 bucks[.]
Together with all natural increase and additions to the above-described livestock, including any livestock to be purchased.
Together with the 1984 wool clip, before and after shearing.
Together with all hay, grain and feed on hand now growing or to be acquired.
Together with all machinery and equipment now owned by said debtors, and consisting of, but not limited to the following, and including any machinery and equipment to be acquired[.]
Together with all production of the above described collateral including all proceeds from the sale, transfer or disposition thereof.

The relevant provision regarding after-acquired collateral is found in the third paragraph which provides that the agreement includes “all natural increase and additions to the above-described livestock, including any livestock to be purchased.” Additionally, the second page of the security agreement contains this standardized after-acquired property clause:

The Secured Party and Debtor agree: that, to the maximum extent permitted by law, any and all collateral of like type or kind as that described herein as part of the collateral, now owned or hereafter acquired by the Debtor shall secure all obligations covered by this Security Agreement, and Secured Party shall have a security interest in all such collateral by reason of this agreement, for the purposes herein described; that the buyer in the ordinary course of business (other than a person buying farm products from a person engaged in farming operations) may purchase the collateral herein described free of this security interest. Except for this latter provision of the Uniform Commercial Code, the Debtor is not otherwise authorized to sell, exchange, or otherwise dispose of the collateral. The parties hereto fur*648ther agree: that this Security Agreement includes all live stock now owned or hereafter acquired by Debtor, whether by purchase, natural increase, or otherwise during the continuance of this Agreement * * *.

(Emphasis added.)

W.S. 34-21-923 (U.C.C. § 9-204) establishes the validity of after-acquired property clauses in security agreements. That section provides in pertinent part:

(a) Except as provided in subsection (b) of this section, a security agreement may provide that any or all obligations covered by the security agreement are to be secured by after-acquired collateral.
(b) No security interest attaches under an after-acquired property clause to consumer goods other than accessions (W.S. 34-21-943 (9-314)) when given as additional security unless the debtor acquires rights in them within ten (10) days after the secured party gives value.

The sufficiency of a collateral description is governed by W.S. 34-21-910 (U.C.C. § 9-110), which states:

For the purposes of this article any description of personal property or real estate is sufficient whether or not it is specific if it reasonably identifies what is described.

Of necessity, the description of property in an after-acquired property clause will be by type, as a more specific description generally is not possible. See 8 R. Anderson, Uniform Commercial Code § 9-110:20 (1985). In J. White and R. Summers, U.C. C.2d HB § 23-16 at 963 (1980), the authors state:

[Njearly all courts permit broad descriptions with respect to shifting and after-acquired collateral, and we applaud this permissiveness. The floating lien with its after-acquired property clause requires broad descriptions.

The Fifth Circuit Court of Appeals, in a ease involving after-acquired livestock, said:

We hold that the description of the farmers' swine in the FmHA security agreement, to wit, “all livestock ... now owned or hereafter acquired by Debtor, together with all increases, replacements, substitutions, and additions thereto,” reasonably identified the hogs either owned by the farmers at the time the loans were made or acquired thereafter, either by purchase, trade, procreation, or otherwise.

United States v. Southeast Mississippi Livestock Farmers Association, 619 F.2d 435, 438 (5th Cir.1980). Similarly, in 8 R. Anderson, Uniform Commercial Code, supra at 613, the author states that “[ajfter-acquired property is sufficiently described by the phrase ‘all livestock hereafter acquired.’ ”

In Landen v. Production Credit Association of Midlands, 737 P.2d 1325 (Wyo.1987), we said that specific typewritten de-s of collateral inserted by the parties in a security agreement control over a general description in the standard printed form. In this case we do not perceive any inconsistency between the two after-acquired property provisions. Even if we look solely at the typewritten provisions inserted by the parties, however, it is clear that the after-acquired collateral clause is sufficient to reach the sheep branded X7. These inserted provisions initially describe, by number and brand, the existing sheep and cattle that are covered by the agreement. The after-acquired property provision, in a separate paragraph, then provides that any additions to the previously described livestock are to be covered by the agreement, including “any livestock to be purchased.” The after-acquired clause is less specific because, in the nature of the business, it must be. The fact that a different brand was placed on the later purchased sheep does not affect the result if the sheep were in fact owned by the debt- or. Were we to hold otherwise, any debt- or/rancher subject to a similar security agreement could avoid the creditor's security interest in his livestock simply by changing the brand on all livestock replacements or additions. We hold that the sheep branded X7 were reasonably identified by *649the security agreement in this case.4 If the sheep were indeed purchased or owned by Charles K. Lawrence, the proceeds from the sale of such sheep were subject to the security interest of Production Credit and Farm Credit.

The testimony and other evidence regarding who actually purchased and owned the sheep branded X7 is complicated and somewhat conflicting. We note initially, however, that the record discloses that Dan B. Lawrence and James W. Lawrence, who are both sons of Charles K. Lawrence, were co-owners of the X7 brand. Pursuant to W.S. 11-20-108, a brand is evidence of ownership of livestock in legal proceedings involving title to the livestock.

The record reveals that in April 1984 a severe spring blizzard caused major livestock losses at the Clear Creek Ranch. As a result, Charles K. Lawrence and Dorothy D. Lawrence applied for and received a ranch disaster loan in the amount of $253,-000 from the Small Business Administration. A separate family ranch (the In-chauspe Ranch) was pledged as collateral on this loan. The specific purposes for the loan were stated in the loan agreement as being:

A. Approximately $116,600 to replace sheep.
B. Approximately $132,900 to replace cattle.
C. Approximately $3,500 to repair fencing.

Disbursement of the loan funds was made by sending Charles K. Lawrence and Dorothy D. Lawrence two checks totaling $120,-000 on December 31, 1984, and one check for $133,000 on March 12, 1985.

The testimony regarding the application of these loan funds is conflicting. Charles K. Lawrence testified that, with the loan funds, he purchased sheep and cattle “indirectly” through the Order Buying Company, including the sheep branded X7. Charles K. Lawrence further testified that the X7 brand was used exclusively on the sheep purchased with the Small Business Administration loan funds.5 Charles K. Lawrence additionally stated that, although he purchased the sheep through his Order Buying Company and although they were purchased with funds he received from the Small Business Administration loan, he never owned these sheep.

Conversely, Dan B. Lawrence testified that he purchased the sheep branded X7 with funds he borrowed from the First Interstate Bank of Buffalo (First Interstate). In a sense, and as a result of a series of transactions, the testimony of both Charles K. Lawrence and Dan B. Lawrence is supported by the record. The record reveals that Dan B. Lawrence initially attempted to obtain a loan from First Interstate for the purchase of sheep by giving the bank a purchase money security interest in the sheep. First Interstate, however, would not approve the loan without additional collateral. Consequently, Charles K. Lawrence and Dan B. Lawrence jointly applied for the loan, and Charles K. Lawrence pledged, as additional collateral, a certificate of deposit in the amount of $100,000. This certificate of deposit was obtained with funds received from the Small Business Administration loan. First Interstate then approved two loans to Charles K. Lawrence and Dan B. Lawrence, one for $133,000 and the other for $100,000. Charles K. Lawrence and Dan B. Lawrence both signed the promissory notes evidencing the loans. The $133,000 *650loan was secured by a purchase money security interest in the sheep branded X7, and the $100,000 loan was secured by the certificate of deposit.

The proceeds from the loans were deposited in an account with First Interstate held either by Charles K. Lawrence, Dan B. Lawrence, and Dorothy D. Lawrence, jointly, or by Dan B. Lawrence, individually. A discrepancy as to this fact appears in the testimony. The sheep branded X7 were purchased with a check written on the Order Buying Company account by Dan B. Lawrence, who was a signatory on that account. Thereafter, Dan B. Lawrence wrote an equivalent check to the Order Buying Company out of the account holding the First Interstate loan proceeds. Upon purchase of the sheep branded X7, Dan B. Lawrence told the brand inspector to enter the name of Charles K. Lawrence as owner on the certificate of ownership prepared by the brand inspector. The bills of sale for the sheep branded X7 designate Charles K. Lawrence as the purchaser.

In directing a verdict for Production Credit and Farm Credit on the issue of whether they were entitled to the proceeds from the sale of the sheep branded XT, the trial court said, in reference to the above-elaborated evidence:

I believe that the testimony is clear in this case and I don’t think reasonable men could differ, but that those sheep were bought with disaster funds. Mr. Lawrence even testified that is really what was used. They channeled those funds through First Interstate Bank so the loan went to Dan Lawrence, but I am afraid I am not going to buy it. Anyway, those X7 over Bar sheep were sheep used to replace other animals lost, and as such, come within the security agreement as after-acquired sheep, and those funds will be set over to the [Production Credit].

We do not agree with the trial court’s resolution of this issue. In conformance with our standards of review of a directed verdict as set forth previously, we are not able to say that, on the basis of the evidence in the record and giving consideration to the evidence favorable to appellants without considering the credibility of the witnesses, there is but one conclusion which men of reason could reach as to the ownership of the sheep branded XT. This is a question of fact, and the conflicting evidence of ownership should have been submitted to the jury. Consequently, we reverse this aspect of the trial court’s decision and remand for jury consideration the question of whether Charles K. Lawrence purchased or owned the sheep branded X7. Should the jury find that Charles K. Lawrence purchased or owned the sheep branded XT, then, as a matter of law, the sheep branded XT and proceeds therefrom are after-acquired collateral falling within the coverage of the security agreement.

We now decide whether the trial court erred when it ruled that Order Buying Company, Land Company, Clear Creek, James W. Lawrence, and Linda Lawrence Love were not liable as makers, guarantors, or co-signers on the January 19, 1984, promissory note. That promissory note was signed in the following manner:

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It is clear that Order Buying Company, Land Company, Clear Creek, James W. Lawrence, and Linda Lawrence Love each signed the disputed promissory note.

In Gennings v. First National Bank at Thermopolis, 654 P.2d 154 (Wyo.1982), a case with similar facts to those in the present case, we recognized that a maker *651of a promissory note, absent a valid defense, becomes individually responsible for its repayment and that, when an instrument does not specify otherwise, a person who, along with another, signed a promissory note in the lower right corner on lines for signatures of makers, even though signing as an accommodation party, was liable as a maker. Although Order Buying Company, Land Company, Clear Creek, James W. Lawrence, and Linda Lawrence Love each contend that this case is not applicable because it improperly applies Article 3, Chapter 21, Title 34 of the Wyoming statutes entitled “Commercial Paper,” we conclude that the applicability or inapplicability of that section is not dispositive. We hold such argument is groundless and mer-itless, and we see no reason why the rules as stated in Gennings should not be applied here.

The sole justification for their position that they should not be held liable as makers of the promissory note is that the promissory note lacked adequate consideration. As evidenced by the record, $950,000 were received by Charles K. Lawrence and Dorothy D. Lawrence from the Wyoming Production Credit Association. The fact that they alone actually received those moneys apart from the others who signed the promissory note is immaterial. It is not essential that the consideration move to each of the makers in order to recover on a promise made by several parties. Gennings, 654 P.2d 154. See also generally Houghton v. Thompson, 57 Wyo. 196, 115 P.2d 654 (1941); and Barrett v. Mahnken, 6 Wyo. 541, 48 P. 202 (1897). We hold that the trial court erred when it found those parties were not liable as makers, guarantors, or signers on the January 19, 1984, promissory note, and we reverse that part of the trial court’s decision.

We will also determine whether the trial court erred when it directed a verdict dismissing the counterclaims of Dan B. Lawrence, James W. Lawrence, and Pat E. Lawrence which alleged that Production Credit had arbitrarily, capriciously, and maliciously refused to sign nondisturbance agreements with other lenders and otherwise denied them opportunities to avail themselves of additional financing; and that Production Credit and Farm Credit brought this action in bad faith damaging each of their respective credit reputations and financial positions.6 Review of the record shows that there is absolutely no evidence which suggests that Production Credit improperly manipulated the contract provisions to its benefit and to the Law-rences’ detriment. The fact that the Law-rences believed Production Credit would not foreclose on the promissory notes when they became due and the fact that the economics of the ranch or farm industry had gradually caused the Lawrences to possess a weakened financial position are not enough to create an issue of material fact sufficient for determination by a jury with respect to their claims of bad faith in contract or bad faith in tort.

The refusal by Production Credit to provide nondisturbance agreements to the Lawrences so that they could get additional financing does not in and of itself show that Production Credit acted in bad faith. Production Credit was not obligated to sign any of the nondisturbance agreements. It simply determined that giving such agreements was not in its best financial interest as a creditor of the Lawrences. The same reasoning refutes the claims of the Lawrences with regard to assertions that Production Credit improperly refused to personally loan them additional moneys. Nothing in the record discloses that Production Credit or Farm Credit unjustly caused the sale of any of the Lawrences’ livestock or livestock products. Production Credit and Farm Credit were entitled to foreclose on the respective promissory notes, security agreements, and mortgage. Actions taken after that time by the Law-rences in an attempt to meet any of their debt obligations to Production Credit and Farm Credit were taken freely by the Law*652rences in their own best judgment and cannot be said to have been compelled by Production Credit or Farm Credit.

Production Credit and Farm Credit did not improperly join or continue to include Dan B. Lawrence, James W. Lawrence, and Pat E. Lawrence as parties to this suit. Pat E. Lawrence and James W. Lawrence were signatories respectively on one and both of the promissory notes in this case. Additionally, Dan B. Lawrence and James W. Lawrence were co-owners in the X7 brand, and proceeds from the sale of livestock with that brand were directly in dispute here because Dan B. Lawrence claimed he was entitled to such proceeds rather than Production Credit or Farm Credit. As stated in part in W.S. 11-20-108:

[A] brand shall be received as evidence of ownership in all legal proceedings involving title to the animal.

Given that a brand signifies ownership in livestock and, therefore, arguably ownership in the proceeds from such livestock, we hold that Production Credit and Farm Credit had sufficient cause to file suit against them because of their ownership interest in the brand. Dan B. Lawrence’s claim that, because he paid off his loan with Production Credit, it relieved him as a party to this suit is groundless. The loan paid by him to Production Credit was a distinct and separate loan having no connection whatsoever with those loans in this case.

An examination of the record further discloses that Pat E. Lawrence failed to appear at trial or by any other means to personally establish the counterclaims she alleged against Production Credit and Farm credit. Insofar as the testimony of her husband, James W. Lawrence, may be said to be in support of her claims, we note that such testimony is unconvincing for the reasons previously enumerated.

Even though we give a party against whom a directed verdict has been granted every favorable consideration and recognize the difficulty in sustaining a directed verdict because of our standards of review, we cannot say that the trial court acted improperly when it directed a verdict dismissing the counterclaims of Dan B. Lawrence, James W. Lawrence, and Pat E. Lawrence. We hold that those parties failed to meet the burden of proof placed upon them to show that an actionable cause existed against Production Credit and Farm Credit.

Finally, we will decide whether or not the trial court erred in refusing to hear evidence relating to the financial problems of the Wyoming Production Credit Association and Production Credit. In the case of Jahnke v. State, 682 P.2d 991, 1005 (Wyo. 1984), we summarized our long standing standard of review regarding the admissibility of evidence:

The rule which this court has applied with respect to rulings as to admissibility of evidence is articulated in Taylor v. State, Wyo., 642 P.2d 1294, 1295 (1982), as follows:
“It has been held generally that the admission of evidence is within the sound discretion of the trial court and absent a clear abuse of discretion will not be disturbed. It is also the general rule that the foundation, relevance, competency, materiality, and remoteness are within the sound discretion of the trial court and will be upheld on appeal absent a clear abuse of discretion.” (Footnotes omitted.)
The burden of establishing the clear abuse of discretion must be assumed by the party who attacks the ruling of the trial court. That party must establish that the ruling of the trial court was erroneous and that it did affect substantial rights of the party. The trial court in the exercise of its discretion can exclude even relevant evidence when there are countervailing considerations such as “if its probative value is substantially outweighed by the danger of unfair prejudice, confusion of the issues, or misleading the jury, or by considerations of undue delay, waste of time or needless presentation of cumulative evidence.” Rule 403, W.R.E.
The definition that this court has espoused of an abuse of discretion is found *653in Martinez v. State, Wyo., 611 P.2d 831, 838 (1980), where it is stated as follows:
“ * * * An abuse of discretion has been said to mean an error of law committed by the court under the circumstances. * * * ”
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“In the context of evidentiary rulings at trial, this court has long adhered to the doctrine that a sufficient offer of proof is necessary so that this court may be adequately apprised of the nature of the excluded testimony. The dual purpose of this requirement is to enable the trial court to be fully advised in the exercise of its discretion regarding the admission of evidence, and to enable the reviewing court to determine if prejudicial error resulted from the exclusion of the proffered testimony.” Garcia v. State, Wyo., 667 P.2d 1148, 1155 (1983).

Quoted in Sims, 751 P.2d at 362 (citations omitted).

In this case, the Lawrences, through an offer of proof at trial and their appellate brief, assert that evidence relating to the financial problems of the Wyoming Production Credit Association and Production Credit causing the restructuring of those associations was relevant because such changes resulted in the unjust foreclosure of numerous loans in order to collect assets and money to “shore up” the farm credit system in other areas. The Lawrences reason that, in order to save the farm credit system, loan standards in the areas of credit criteria and refinancing were changed, which resulted in the bad faith foreclosure of numerous loans by Production Credit and/or Farm Credit, including their own. The Lawrences further assert that capital was transferred to other offices in bad faith causing the Wyoming Production Credit Association to have insufficient moneys to loan to its patrons in its own area.

While we recognize that such evidence may be appropriate for a shareholder’s derivative action, we fail to see how this evidence is relevant to the subject matter involved in this case. Production Credit and Farm Credit were entitled to foreclose on the respective promissory notes, security agreements, and mortgage when each of the promissory notes became due. Production Credit and Farm Credit had no duty to lend any additional moneys to the Lawrenc-es. Production Credit and Farm Credit have the right to operate their businesses as they themselves deem proper and in their best business interest within their own corporate hierarchy of officers, directors, employees, and shareholders. See generally the Wyoming Business Corporation Act, W.S. 17-1-101 through 17-1-1102. We hold that the trial court acted properly when it excluded evidence regarding the apparent financial problems of the Wyoming Production Credit Association and Production Credit.

We are sensitive to the plight of the American family farm and ranch and are fully aware that nationwide individuals like each of the Lawrences are losing their land, their homes, their personal property, and, in general, their way of life. We hold that Production Credit and Farm Credit acted properly throughout their dealings with the Lawrences within these regards.

Affirmed in part, reversed in part, and remanded for further proceedings in accordance with this opinion.

URBIGKIT, J., filed an opinion concurring in part and dissenting in part.

. Wyoming Production Credit Association was the original plaintiff in this action. The record indicates that, after commencement of this action, Wyoming Production Credit Association transferred all its assets to Production Credit. The first amended complaint, therefore, designated as plaintiff Production Credit, formerly Wyoming Production Credit Association.

Thereafter, Farm Credit purchased a participating interest in the loans and security involved in this case except for the 549,000 promissory note and security agreement executed by James W. Lawrence and Pat E. Lawrence. Thus, Farm Credit was added as a party plaintiff in the second amended complaint.

. This mortgage was later used as security for the $950,000 promissory note.

. The trial court determined that the proceeds from the sale of the wool and the sheep branded X7 were to be applied to the debt of Charles K. Lawrence and Dorothy D. Lawrence. Although James W. Lawrence had an ownership interest in the X7 brand, there was no evidence elicited at trial indicating that either James W. Lawrence or Pat E. Lawrence was involved in the purchase or ownership of these sheep; thus, the security agreement executed by James W. Lawrence and Pat E. Lawrence on their smaller promissory note could not reach these sheep.

. The Lawrences cite Landen, referenced earlier in the body of this opinion, in support of their argument that the descriptions in the after-acquired collateral clauses are insufficient to reach the sheep branded X7- The holding in Landen is distinguishable from the instant case. In that case, the security agreement specifically described certain cattle, and the after-acquired property provision was identical to the one in the instant case. We held, in Landen, that the security agreement did not cover horses which were subsequently purchased. Critical to that decision was the fact that the after-acquired livestock was of an entirely different species rather than an increase or addition to the specifically described livestock.

. Charles K. Lawrence also testified that the cattle purchased with the Small Business Administration loan funds were branded with a brand owned by his daughter, a brand which also was not listed on the Production Credit security agreement.

. We do not discuss the propriety of the trial court’s directed verdict dismissing the counterclaims of Charles F. Lawrence, John D. Lawrence, or Linda Lawrence Love because they failed to appeal such issue.