## Facts

- A Washington equipment lessor and an Alaska corporation entered into an equipment lease in Washington that selected Washington law to govern the lease.
- The corporation’s sole shareholder, an Arizona domiciliary, signed a separate personal guaranty in Arizona securing performance of the lease obligations.
- The shareholder’s spouse, also an Arizona domiciliary, signed the guaranty only as a witness and was not identified as a guarantor.
- After the lessee defaulted, the lessor sued in Washington against the lessee, the shareholder individually, and the shareholder’s marital community.
- On summary judgment, the shareholder conceded individual liability but denied that the Arizona marital community could be bound without the spouse’s signature under Arizona community-property law.
- The trial court applied Washington law and entered judgment against the lessee, the shareholder, and the marital community.

## Issues

1. Whether Washington or Arizona law governs the question of whether an Arizona marital community is liable on a guaranty signed only by the husband when the underlying lease selects Washington law.
2. Whether summary judgment against the marital community was proper where the non-signing spouse did not execute the guaranty as a contracting party.

## Decision

- The appellate court reversed the summary judgment insofar as it imposed liability on the marital community.
- Arizona community-property law governed the marital community’s liability on the guaranty.
- Under Arizona law, the marital community was not liable because the spouse did not sign the guaranty as a party.
- The shareholder’s individual liability remained (as conceded).

## Legal Principles

- Contractual choice-of-law provisions governing a commercial contract do not automatically determine which law governs a distinct question concerning an out-of-state marital community’s property liability on a related guaranty.
- Washington’s conflict-of-laws analysis applies an issue-specific “most significant relationship” and state-interest approach, including consideration of policies reflected in the domicile state’s community-property rules.
- A Washington court will not apply Washington law to impose liability on a foreign marital community when doing so would conflict with the domicile state’s protective requirement of spousal consent for guaranties.
- Under Arizona community-property law, a guaranty generally does not bind community property absent signatures by both spouses as contracting parties.

## Conclusion

The court held that Arizona law controlled whether an Arizona marital community could be obligated by a husband-only guaranty related to a Washington-governed lease, and it reversed the judgment against the marital community because the wife did not sign the guaranty as a party.


G.W. Equip. Leasing, Inc. v. Mt. McKinley Fence Co., 97 Wash. App. 191, 982 P.2d 114 (Ct. App. 1999)