Charter Adjustments v. Tung CA1/3

DISCUSSION

Tung raises the following arguments on appeal, which we address in turn below. First, Tung contends there is no valid contract between Pacific and Tung, the individual, because: (a) he was not party to the contract between Pacific and Resolvent; (b) there is no objective, unambiguous manifestation of his intent to personally guarantee payment to Pacific for the services it provided to Resolvent; and (c) no consideration passed directly from Pacific to Tung. Second, Tung contends that he owes no money to Charter under the contract because, as of the time of trial, there was no balance lawfully due from Resolvent on its Pacific account given that all of Resolvent’s debts had been liquidated through bankruptcy. Third, Tung contends the trial court should have refused to enforce the contract against him under the doctrine of unilateral mistake. And, lastly, Tung contends the contract is not enforceable against him because the term by which he personally agreed to guarantee payment is unconscionable. “We independently interpret a written contract when no extrinsic evidence and related credibility questions were presented below.” (Culligan v. State Comp. Ins. Fund (2000) 81…