When a guaranty agreement incorporates another contract, does the agreement need to be struck together?

California, United States of America


The following excerpt is from 3115 Sepulveda Boulevard Holdings v. Mugel, G045288 (Cal. App. 2012):

"When a guaranty agreement incorporates another contract, the two documents are read together and '"[c]onstrued fairly and reasonably as a whole according to the intention of the parties." [Citations.]' [Citation.] In other words, when a party undertakes to guarantee the faithful performance of another contract, the guarantor is contracting in reference to the other contract; 'otherwise it would not know what obligation it was assuming.' [Citation.]" (Central Building, supra, 127 Cal.App.4th at p. 1058.) However, the law is settled that although the documents are read together, "'A contract of guaranty gives rise to a separate and independent obligation from that which binds the principal debtor.' (Security-First Nat. Bank v. Chapman (1940)

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41 Cal.App.2d 219, 221.)" {Talbott v. Hustwit (2008) 164 Cal.App.4th 148, 151.)

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