Merdes v. Underwood

MATTHEWS, Justice,

dissenting.

I agree that the superior court erred in entering summary judgment against Merdes on equitable estoppel or on quasi-estoppel grounds. I differ with the majority in the resolution of those issues, however. As to estoppel, Underwood has not shown that he detrimentally relied on Merdes’ representations to the I.R.S., which indicated that Merdes was repaying the debt with interest. Absent a showing of detrimental reliance, no estoppel will lie. See Jamison v. Consolidated Utilities, 576 P.2d 97, 102 (Alaska 1978). As to quasi-es-toppel, Underwood has not shown that Merdes either gained an advantage or produced a disadvantage through his representations to the I.R.S. Merdes claims that as a business taxpayer, all of his payments, whether in principal or in interest, were tax deductible, and this claim is not contested by Underwood.

I also agree with the framing of the question on the merits in the majority opinion. The relevant question is whether there was agreement that Merdes would not pay interest in the future on the sum that he agreed to repay, $59,950.64. However, in my view no evidence has been presented which points to such an agreement. Merdes’ letter of January 29, 1980, which contains the notation “still owing, interest not included,” is an offer by Merdes to pay the $59,950.64 principal amount which his company owed, but not the interest which had accrued on or before December 31, 1980. On February 14, 1980 Underwood’s counsel accepted Merdes promise to assume personal responsibility for only $59,950.64, relieving him of liability for an alleged $12,476.68 in past due interest. Counsel also countered the payment term with the offer that Merdes would begin to repay the sum owed at $1,000 per month. Merdes’ response on March 15, 1980 accepted this counteroffer and he began making $1,000 payments at that time. Thus the agreement between the parties was that Merdes would pay the sum of $59,950.64 in installments of $1,000 per month. The agreement was made, and the debt became due, on March 15, 1980 because that is when Underwood’s counteroffer was accepted by Merdes. The agreement did not contain any terms protecting Merdes from paying future interest, on and after March 15, 1980, on the sum that he had agreed to pay.

Under the rule set forth in the majority opinion, interest runs on a debt from the date that the debt becomes due, unless the parties otherwise agree. In this case the parties do not contend that their contract consists of writings other than the three letters mentioned, or of any conversations. In such circumstances, the meaning of the writings which constitute the contract is a question for the court which is appropriate *253for resolution on summary judgment. Peterson v. Wirum, 625 P.2d 866, 870 (Alaska 1981). The only reasonable interpretation of the writings, in my view, is that there was no agreement not to pay interest after March 15 on the principal sum. Thus, Underwood was entitled to summary judgment awarding him interest from the date that the debt became due, on the basis of the parties’ contract.

Underwood, however, was not entitled to interest at the rate of 12%, as he claims. The writings which constitute the contract are before us and they clearly show that there was no agreement on the part of Merdes to pay 12% interest.1 Under such circumstances, the statutory rate of interest, 8% as of March 15, 1980, should be imposed. AS 09.30.070, ch. 107, § 1, SLA 1980; AS 45.45.010(a), ch. 107, § 2, SLA 1980.

For the above reasons I would reverse the judgment of the superior court and remand this case with instructions for the entry of judgment in a sum which reflects Merdes’ obligation to pay the sum of $59,-950.64, with interest at the rate of 8% accruing from and after March 15, 1980.

. Merdes declined Underwood’s offer to have the corporation confess judgment at the rate of 12% interest, insisting on interest at the lower statutory rate. It seems highly improbable that Merdes would assume personal responsibility for interest at the rate of 12%, when the corporation was liable for less. Furthermore, neither party has testified that Merdes promised to pay 12% interest on the debt.