Switzer

Plaintiff appeals from a judgment for defendants in an action for declaratory relief under Code of Civil Procedure section 1060. The trial court found that pursuant to Civil Code section 1654, a typewritten provision prohibiting prepayment of an all-inclusive promissory note was superseded by a printed provision limiting the borrower’s right of prepayment to the extent to which prepayment was permitted on an underlying note. As an alternative basis for its ruling, the trial court found that the typewritten provision, if enforced, would constitute an unreasonable restraint on alienation in violation of Civil Code section 711. We conclude that neither finding is supported by the record and reverse.

Background

Defendants R. Bruce Switzer and Jean Switzer agreed to purchase a commercial building and land from plaintiff Gutzi Associates (Gutzi) for $367,000. In May 1981, the parties signed a standard form purchase agreement. The Switzers agreed to make a $100,000 cash down payment and to execute a promissory note in the amount of $267,000, secured by a deed of trust against the property.

The following month, the parties executed a standard form all-inclusive promissory note…