River Bank America v. Diller

In River Bank America v. Diller (1995) 38 Cal.App.4th 1400, the plaintiff tried to enforce guaranties executed by the defendants in connection with a loan made to a limited partnership of which the defendants' corporation was the general partner. (Id. at pp. 1407-1408 & fn. 4.) The court reversed the trial court's grant of summary judgment in favor of the lender. (Id. at p. 1407.) The court decided the borrower had raised a triable issue of fact as to whether the lender structured the transaction to avoid the purpose of the antideficiency laws based on evidence the lender relied on extensive financial statements from the guarantors but never inquired about the financial standing of the borrower. (Id. at p. 1423.) The court also concluded the "'purpose and effect' of the agreements" was pertinent, since there was evidence that the lender required the borrower to be a limited partnership and insisted that one of the defendants be removed as general partner so it could be replaced with a shell corporation. (Ibid.) In River Bank, the court concluded the lender "subverted" the purposes of the antideficiency laws by imposing specific directives on the loan to the principal obligor. (Ibid.) The court held it was not conclusive that the general partner was a long-standing corporation that adhered to all formalities or that the debt did not directly obligate the corporation's shareholders and officers, reasoning the lender structured the transaction to relegate the obligors to the position of guarantors. (Id. at pp. 1423-1424.)