- 8 -
individual guaranty of the companies’ term note and the revolving
credit note.7 The companies’ term note was included as a
corporate liability in HJA’s books and records.
b. Escrow Agreement
Contemporaneously with the commercial loan agreement,
Chevrolet, BHM, FirsTier, Henry, and Esther8 executed an escrow
agreement in which FirsTier agreed to hold the sum of $750,000 in
escrow (the escrow fund) and to disburse the fund in accordance
with the escrow agreement.9 The escrow fund consisted of
$600,000 borrowed by Henry and Esther pursuant to the FirsTier
note and another $150,000, the source of which was not described
in the escrow agreement. The escrow agreement provided that the
escrow fund would be disbursed upon the execution and transfer of
7In the ensuing years, the parties to these documents
executed several amendments to the commercial loan agreement
extending or modifying the companies’ term note, the revolving
credit note, and/or the FirsTier note (the notes). All of the
parties to the notes, including Henry, executed each amendment
except that Henry did not execute a sixth amendment to commercial
loan agreement dated Apr. 5, 1995 (the sixth amendment), and
related documents.
8Bryan Misle and Laurie Misle, Henry and Esther’s son and
daughter-in-law, also signed the escrow agreement in their
individual capacities; however, they were not referred to in the
escrow agreement other than in one clause, which read, “WHEREAS,
Borrowers [defined earlier in the document only as Henry and
Esther] desires [sic] to execute all loan documents to be entered
into by himself, Misle Chevrolet & Imports, Inc. and/or Bryan
Misle”.
9Both the commercial loan agreement, dated June 30, 1986,
and the escrow agreement were executed on Aug. 12, 1986.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011