(dissenting).
I respectfully dissent. However desirable it might be to achieve a result favorable to the Dobsons, neither the facts nor the law warrant such a result. This is an action at law; not a suit in equity. There is no alleged fraud, misrepresentation, or other inequitable conduct. The case, simply stated, is one to enforce an absolute, unconditional, continuing guaranty which remained extant at the time of the loss.
The majority recognizes that to rescind, the Dobsons could at any time notify Borg Warner in writing that they would no longer guaranty any future debt of Shakopee Sports. The majority also acknowledges at the time Dobson severed his ties with Shak-opee Sports in 1984, he gave no written notice to Borg Warner rescinding his personal guaranty. Regrettably, having recognized the controlling facts in this ease, the majority opinion proceeds to reverse on totally irrelevant grounds.
1. Although no ambiguity exists in the guaranty, the majority proceeds to determine the intent of the parties when the guaranty speaks for itself. The guaranty the Dobsons signed provides:
[T]he undersigned, jointly and severally, * * * hereby absolutely guarantees the full and prompt payment of any and every indebtedness, liability or obligation * * *, which may now or at any time and from time to time hereafter exist or be incurred by DEBTOR to you, * * *.
# $ * * * *
We consent that you may, without in any manner affecting the undersigned’s liability and upon such conditions as you may deem advisable: (1) extend in whole or in part (by renewal or otherwise), modify, premature, change or release any indebtedness, liability, or obligation of DEBTOR or of any other person. * * * The undersigned and each of them hereby ratifies and confirms any such extension, renewal, modification, prematuration, change, release, sale, surrender, impairment, exchange, substitution, settlement, adjustment or compromise, and agrees that the same shall be binding upon the undersigned, and hereby waives any and all defenses, counterclaims or offsets which the undersigned might or could have by reason thereof, it being understood that the undersigned, as guarantor hereunder, shall at all times be and remain liable to you.
It is clear from this guaranty that it applied to more than just the 1982 inventory security agreement. See Peoples State Bank of Plainview v. Muir, 386 N.W.2d 321, 324 (Minn.Ct.App.1986), pet. for rev. denied (June 30, 1986). This is a continuing guaranty whereby the Dobsons were liable on any and all agreements entered into between Borg Warner and Shakopee Sports after April 12, 1982. Adequate consideration for the guaranty is not challenged.
Parties to a contract may bargain away rights. See Midway National Bank v. Gustafson, 282 Minn. 73, 78, 165 N.W.2d 218, 222 (1968). To maintain the integrity of guaranty agreements, plainly written documents will bind competent guarantors even when they have bargained away significant rights. See id.
The Dobsons willingly signed the 1982 guaranty. They do not claim any ambiguity existed in the guaranty they signed. They cannot now argue they are not bound by the agreement they signed.
2. Although there are no equities present in this case, the majority adopts as grounds for reversal that it is a fact issue whether Borg Warner had knowledge that Dobson was no longer a principal in Shako-pee Sports at the time it sought the 1985 personal guaranties from Bjorklund and Aslakson.
*753It is unimportant whether Borg Warner was aware of the Dobsons disassociation with Shakopee Sports at the time it required additional guaranties in 1985. Borg Warner could have asked anyone to sign these additional guaranties. The fact that Borg Warner chose to have the principals of Shakopee Sports sign the additional guaranties before entrusting the merchandise to them has no bearing on the 1982 guaranty of the Dobsons. The majority and the Dobsons recognize the 1984 inventory security agreement is the underlying contract in this case. Yet, both the majority and the Dobsons fail to acknowledge the 1982 guaranty obviously applies to the 1984 inventory security agreement.
In addition, Borg Warner had no obligation to keep track of the make-up of the corporation. However, the Dobsons did have a duty to make sure that the corporation performed their obligation to Borg Warner. “[I]t is up to the surety to see to it that the principal performs his duty.” Minnesota Federal Savings & Loan Association v. Central Enterprises of Superior, 311 Minn. 46, 52, 247 N.W.2d 46, 51 (1976).
3. The majority opinion consistently refers to new personal guaranties being required by Borg Warner in September, 1985 in a veiled attempt to apparently establish a release of the Dobsons from their 1982 guaranties. If this were the law, it would be a novel approach in view of the fact that Borg Warner had every right to seek additional guaranties to secure the inventory subject to the 1984 inventory security agreement without the additional guaranty constituting a release of an already existing guaranty.
The 1985 guaranties contain no language of release or revocation of prior guaranties. In 38 Am.Jur.2d Guaranty § 85 (1968) it states:
The fact that the creditor, in order to insure payment of the debt which is due him, has taken additional security therefor does not have the effect of releasing or discharging the guarantor of liability on his contract of guaranty. * * *.
The additional security taken by the creditor may be in the form of a new guaranty. When this occurs, the prior guaranty contract is not extinguished by the execution of the subsequent contract of guaranty if the subsequent contract was not executed as a substitute for the earlier one. The mere acceptance of a guaranty of a corporate indebtedness for one year does not extinguish the liability of the makers of a similar instrument executed the preceding year. But discharge of the guarantor by taking a new guaranty will result when it is shown that the parties so intended.
Subsequent guaranties are not seen as releases of prior guaranties. Farmers Union Oil Co. v. Fladeland, 287 Minn. 315, 319, 178 N.W.2d 254, 257 (1970); Peoples National Bank of Mora v. Boyer, 354 N.W.2d 559, 560 (Minn.Ct.App.1984). The record does not support a finding that when Borg Warner required new guaranties in 1985, it intended to release the Dob-sons from their 1982 guaranty. Borg Warner had periodically obtained additional security from the corporation by means of an additional guaranty. The record establishes the 1985 guaranty was nothing more than additional security obtained prior to the entrustment of the inventory pursuant to the 1984 inventory security agreement.
To repeat, there is no basis in law or fact for a reversal in this case. Were the majority opinion to stand, the law with regard to creditor’s rights in the field of guaranty would be totally emasculated. I would affirm the decision of the trial court.