## Facts

- In July 1998, Donald G. MacLeod borrowed \$725,000 from Cornerstone Equipment Leasing, Inc. and signed a promissory note requiring monthly payments at 20% annual interest, with the balance due in November 1999.
- In December 1999, the parties agreed in writing to extend the due date by two years, and they continued to extend the due date multiple times over the following years while Cornerstone accepted payments.
- MacLeod complained in 2001 that he had already paid more than the original principal and claimed that Cornerstone’s president, Chevigny, orally agreed to “set aside” the remaining principal balance to be used later in a future business transaction; Cornerstone disputed that it agreed to give up its right to collect.
- In June 2005, MacLeod signed another amended promissory note. MacLeod asserted that Chevigny said the note was for “internal purposes” and that payment would be worked out in a “future deal,” while Cornerstone treated the amended note as a binding written obligation.
- MacLeod claimed that in December 2006 Chevigny called and said the parties were “even,” which MacLeod understood to mean the remaining debt was forgiven; MacLeod gave no consideration for any alleged discharge, and Chevigny denied making the call.
- In June 2007, Chevigny demanded payment on the June 2005 amended note, both by phone and in a follow-up letter. MacLeod did not pay.
- Cornerstone sued to collect on the June 2005 amended note, and the trial court granted summary judgment for Cornerstone. MacLeod appealed, arguing Cornerstone had waived enforcement and failed to revoke any waiver.

## Issues

1. Whether Cornerstone waived its right to enforce the June 2005 amended promissory note through prior extensions, acceptance of late or reduced payments, or alleged oral statements about handling payment later.
2. If there was any waiver or indulgence, whether Cornerstone effectively revoked it by clearly demanding payment in June 2007 and giving MacLeod a reasonable opportunity to comply.
3. Whether MacLeod could defeat enforcement of the written amended note based on alleged oral forgiveness (“we’re even”) or equitable doctrines such as estoppel, despite no consideration and no evidence of detrimental reliance.

## Decision

- The Court of Appeals of Washington, Division One, affirmed the grant of summary judgment for Cornerstone.
- The court concluded that MacLeod’s evidence did not show an unequivocal, intentional relinquishment of Cornerstone’s right to collect under the written note; at most, it showed temporary forbearance or willingness to discuss payment arrangements.
- Even assuming prior conduct could be viewed as indulgence, Cornerstone revoked any such indulgence by clearly demanding payment in June 2007 (by phone and letter), thereby reasserting its right to insist on performance under the written terms.
- The alleged oral statements about setting aside the balance or later being “even” did not create a triable defense to the June 2005 amended note, particularly where MacLeod provided no consideration for any claimed discharge and offered no evidence of a definite, detrimental change in position.
- Because MacLeod’s asserted waiver and equitable defenses failed as a matter of law on the summary-judgment record, no genuine issue of material fact barred enforcement of the amended note.

## Legal Principles

- Waiver is the intentional and voluntary relinquishment of a known right and must be shown by unequivocal acts or conduct; ambiguous assurances or informal discussions are not enough.
- A creditor’s repeated extensions of time or tolerance of non-strict performance generally indicates forbearance, not a permanent abandonment of the right to enforce a promissory note.
- Any forbearance or waiver of strict compliance may be revoked by clear notice that strict performance will be required, so long as the debtor is given a reasonable opportunity to perform and there is no proven detrimental reliance making revocation unjust.
- A claimed oral discharge or forgiveness of a debt is not enforceable without consideration, a valid written release, or a substitute basis for enforcement recognized by law.
- A later signed written amendment confirming the debt and its terms controls over prior inconsistent oral understandings.
- Summary judgment is appropriate when the nonmoving party’s evidence, even if credited, does not establish a legally sufficient defense to enforcement of an unambiguous written obligation.

## Conclusion

The court affirmed summary judgment enforcing the June 2005 amended promissory note, holding that MacLeod’s claims of oral understandings and forgiveness did not establish an unequivocal waiver or any enforceable discharge, and that Cornerstone’s June 2007 demand for payment effectively ended any prior forbearance in the absence of consideration or detrimental reliance.


Cornerstone Equipment Leasing, Inc. v. MacLeod, 247 P.3d 790 (2011)