dissenting.
I respectfully dissent.
I do not believe that the property settlement agreement entered into by the Cokers is ambiguous. If a written instrument can be given a definite interpretation, it is not ambiguous and the court will construe the contract as a matter of law. R & P Enterprises v. La Guarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex.1980).
The majority correctly states that the primary objective in the interpretation of contracts is to give effect to the intentions of the parties as expressed in the instrument. R & P Enterprises v. La Guarta, Gavrel & Kirk, Inc., 596 S.W.2d at 518; Citizens National Bank in Abilene v. Texas & P. Ry. Co., 136 Tex. 333, 150 S.W.2d 1003, 1006 (1944). Also, the court must consider the entire instrument so that none of the provisions will be rendered meaningless. R & P Enterprises, 596 S.W.2d at 519; Myers v. Gulf Coast Minerals Management Corp., 361 S.W.2d 193, 196 (Tex.1962).
By applying these rules of construction and looking at the contract as a whole, we see the clear, unambiguous meaning of the words used. It is obvious to me that Frances was to receive a minimum of $25,000. The divorce decree awarded her “those certain commissions and accounts receivable heretofore earned by husband .... ” (emphasis added). Paragraph five of the property settlement provides that Frances shall have as her separate property “that certain right, commission or account receivable heretofore earned by husband .... ” (emphasis added).
In the first sentence of paragraph eight, Mac unconditionally represented and warranted that the “Jinkins property” commission was due and owing to him. He then assigned the commission to Frances and “guaranteed” receipt by her of $25,000. While it is true that the payments of the commission were due only so long as payments on the purchase of the property were made, and upon default no commission would be paid, this limitation is not incorporated in nor alluded to in the agreement setting forth his obligation to pay his wife the $25,000. In fact, the agreement is quite to the contrary.
The third sentence of paragraph eight provides:
“In the event, for any reason she fails to receive such installments of commission exactly as Husband would have prior to this assignment of his rights thereto to Wife, Husband agrees to pay Wife in Dallas County, Texas all such sums of money, which she has failed to receive, up to the guaranteed sum of $25,000.00.” (emphasis added).
When this statement is construed with the other provisions of the agreement it is clear that Mac guaranteed that Frances would receive $25,000 regardless of what might happen to the commission. The sentence is a directional provision indicating when and how she is to receive the payments. No other provision in the contract pointed to by the majority negates this guarantee; rather, all other provisions are consistent with it. Mac “warranted” the commission was due him and he “guaranteed” the sum of $25,000 would be paid to his ex-wife. In other words, Mac guaranteed that Frances would receive approximately $25,000 from Majors & Majors or any other payor. He further promised that if she failed to receive these payments as he would have pri- or to assignment directly from the third party payors, he would pay the balance up to $25,000.
Mac’s guarantee is unqualified and expresses no other condition for its enforceability than default of performance by the principal obligor. It should be treated, therefore, as the guaranty of payment that it is. An unconditional guaranty for payment becomes a primary obligation upon *396default. See Ferguson v. McCarrell, 588 S.W.2d 895 (Tex.1979); Universal Metal & Machinery, Inc. v. Bohart, 539 S.W.2d 874, 877 (Tex.1976).
The majority curiously finds ambiguity in the words “guarantee,” “for any reason,” “agrees to pay wife,” “all such sums of money which she failed to receive,” and “up to the guaranteed sum of $25,000.” No draftsman could have made it any plainer. The finding of an ambiguity in this language, which is neither negated nor qualified elsewhere in the contract, expressly or impliedly, is without justification.
I would, therefore, affirm the judgment of the court of appeals, and hold that Mac agreed to pay Frances the $25,000, and that she is entitled to recover the balance of $10,682.84 from him.
POPE, C.J., and RAY and ROBERTSON, JJ., join in this dissent.