HUNT, J.
¶ 1 Daniel L. and Jeanne Allison, guarantors of three commercial promissory notes issued by Cornerstone Homes & Development, LLC, appeal the superior court's judgment on the pleadings, ordering them to pay a deficiency following a nonjudicial trustee's sale of Cornerstone's properties that secured the notes with construction deeds of trust. The Allisons argue that (1) these construction deeds of trust also secured their commercial guaranty obligations; and (2) the anti-deficiency provisions of the "Washington Deed of Trust Act"
¶ 2 In 2003, commercial developer Daniel L. Allison,
¶ 3 Three years later, from 2006 to 2007, Venture Bank made several commercial loans to Cornerstone, for which Cornerstone signed three promissory notes, prepared and presented by Venture Bank. As security for these promissory notes, Venture Bank took three separate construction deeds of trust, also prepared and presented by Venture Bank, for three Cornerstone properties. In 2009, Cornerstone defaulted on all three loans and ceased its business operations.
¶ 4 The Washington State Department of Financial Institutions closed Venture Bank and appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. The FDIC sold to First-Citizens most of Venture Bank's assets, including its loans to Cornerstone. On October 2 and November 20, 2009, First-Citizens nonjudicially foreclosed on the Cornerstone properties secured by the deeds of trust. Following these sales, there remained a $4,240,424.11 deficiency.
¶ 6 The Allisons argue that (1) their obligations under their guaranty were discharged when First-Citizens nonjudicially foreclosed on Cornerstone's deeds of trust, which also expressly secured their guaranty; and (2) thus, RCW 61.24.100 did not allow First-Citizens to obtain a judgment against them for the loan deficiency that remained after the trustee's sale of Cornerstone's property. We agree.
¶ 7 We review de novo a trial court's order granting judgment on the pleadings. N. Coast Enters., Inc. v. Factoria P'ship, 94 Wn.App. 855, 858, 974 P.2d 1257 (1999). Interpretation of a contract is a question of law, which we also review de novo. Wright v. Dave Johnson Ins., Inc., 167 Wn.App. 758, 769, 275 P.3d 339, review denied, 175 Wn.2d 1008, 285 P.3d 885 (2012). Washington follows the "objective manifestation theory of contracts"; our primary goal in interpreting a contract is to ascertain the parties' intent. Hearst Commc'ns, Inc. v. Seattle Times Co., 154 Wn.2d 493, 503, 115 P.3d 262 (2005). Thus, we determine intent by focusing on the parties' objective manifestation of their intent in the written contract rather than on the unexpressed subjective intent of either party; in other words, "We do not interpret what was intended to be written but what was written." Hearst, 154 Wash.2d at 503, 504, 115 P.3d 262 (emphasis added) (citing J.W. Seavey Hop Corp. v. Pollock, 20 Wn.2d 337, 348-49, 147 P.2d 310 (1944)).
¶ 8 The rules that apply to contracts also govern interpretation and construction of a guaranty. Bellevue Square Managers v. Granberg, 2 Wn.App. 760, 766, 469 P.2d 969 (1970).
Matsushita Elec. Corp. of Am. v. Salopek, 57 Wn.App. 242, 246-47, 787 P.2d 963, review denied 114 Wn.2d 1029, 793 P.2d 975 (1990) (emphasis added). Here, it is undisputed that Venture Bank drafted the Allisons' commercial guaranty and Cornerstone's deeds of trust.
¶ 9 First-Citizens argues that the deeds of trust securing Cornerstone's promissory notes to Venture Bank did not secure the Allisons' guaranty because they contained no such operative language.
CP at 22 (emphasis added). These deeds of trust defined (1) "Indebtedness" as "all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents"; and (2) "Related Documents" to include any "guaranties ... whether now or hereafter existing, executed in connection with the indebtedness." CP at 28 (emphasis added). A plain reading of this language includes the Allisons' earlier guaranty among the "now ... existing"
¶ 11 Similarly, the Allisons' guaranty, also drafted by Venture Bank, used the same "Related Documents" language as follows:
CP at 32-33 (emphasis added). This plain language expressly incorporates future "Related Documents," which unambiguously includes future "deeds of trust" as well as "promissory notes" "executed in connection with the indebtedness," "now or hereafter existing," namely Cornerstone's promissory notes and deeds of trust later executed to obtain this contemplated loan.
¶ 12 Nor is there any ambiguity in Venture Bank's identical use of the term "the Indebtedness,"
¶ 13 Having determined that the deeds of trust secured the Allisons' guaranty, we next determine whether First-Citizens can obtain a deficiency judgment against the Allisons for the remaining amount due on Cornerstone's loan following the trustee's sale of Cornerstone's property by nonjudicial foreclosure. To make this determination, we address whether RCW 61.24.100 offers the same anti-deficiency judgment protections to commercial guarantors that it provides to borrowers. Again, we discern the statute's plain meaning from the ordinary meaning of the language at issue, the context in which that statutory provision is found, related provisions, and the statutory scheme as a "whole." State v. Engel, 166 Wn.2d 572, 578, 210 P.3d 1007 (2009).
¶ 14 Washington's anti-deficiency statute, RCW 61.24.100, categorically prohibits a deficiency judgment against any borrower or guarantor following a nonjudicial foreclosure, subject to certain exceptions for deeds of trust securing commercial loans
RCW 61.24.100(1) (emphasis added). See also Thompson v. Smith, 58 Wn.App. 361, 365, 793 P.2d 449 (1990). Under this statute a creditor sacrifices its usual right to a deficiency judgment when the creditor elects the "inexpensive and efficient" nonjudicial foreclosure procedure to satisfy a defaulted loan.
¶ 15 Subsection (10) creates an exception to subsection (1)'s general prohibition against deficiency judgments following nonjudicial foreclosure by allowing the lender to sue a commercial loan guarantor if the guaranty was not secured by the foreclosed deed of trust:
RCW 61.24.100(10)
¶ 16 As we have already held, the nonjudicially foreclosed deeds of trust secured the Allisons' guaranty, in addition to securing Cornerstone's promissory notes to Venture Bank. This security triggered the statutory limitation in RCW 61.24.100(10), which prohibits a deficiency judgment action against a guarantor in the Allisons' situation: The Allisons' guaranty was secured by Cornerstone's deeds of trust under the plain language of these deeds of trust and other "Related documents,"
¶ 17 We hold that RCW 61.24.100's anti-deficiency protections prohibit a lender from obtaining a deficiency judgment against a guarantor whose guaranty was secured by a nonjudicially foreclosed deed of trust that also secured the guaranty. Based on this statute and the plain language of the guaranty and the deeds of trust, both drafted by the lender, we further hold that the superior court erred in awarding First-Citizens a deficiency judgment against the Allisons after the nonjudicial foreclosure sales of the properties secured by the deeds of trust.
¶ 18 Both parties request attorney fees under RAP 18.1 and the terms of the Allisons' guaranty. Although this commercial guaranty expressly purports to entitle only the lender to attorney fees,
¶ 19 We reverse the superior court's deficiency judgment and attorney fee award to First-Citizens and remand to the superior court. We also award the Allisons attorney fees on appeal.
We concur: WORSWICK, C.J., and JOHANSON, J.
That the Allisons did not own Cornerstone's property used to secure its deeds of trust does not undermine the plain language of the deeds of trust, which also secure the Allisons' guaranty. Moreover, even if the language of the deeds of trust describing what they secured were arguably ambiguous, we would have to construe it against First-Citizens, which stands in the shoes of the guaranty's drafter, Venture Bank. See Matsushita, 57 Wash.App. at 246-47, 787 P.2d 963.
Br. of Appellant at 24.
(Emphasis added). Under its plain language, this statutory provision does not apply here, however, because guarantor Allisons did not grant the foreclosed deeds of trust on Cornerstone's property. Instead, it was Cornerstone that granted these deeds of trust, to secure its commercial loan.
(Emphasis added). We disagree.
By its express language, RCW 61.24.100(3)(c) is "Subject to" other subsections of RCW 61.24.100, such as RCW 61.24.100(10), which limits RCW 61.24.100(3)(c) by allowing a deficiency judgment action against a guarantor where the nonjudicially foreclosed deeds of trust did not also secure the guaranty, along with securing the commercial loan; because the Allisons' guaranty was secured by the deeds of trust, this subsection does not apply here. See also RCW 61.24.100(3)(a)(i), which allows a deficiency judgment action against a guarantor who caused a decrease in the judicially foreclosed property's fair value by waste or who wrongfully retained proceeds from the property; because there were no allegations of waste or wrongful retention of proceeds here, this subsection also does not apply.