NACOLE M. JIPPING, Trustee v. First National Bank Alaska

NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
NACOLE M. JIPPING, Trustee,
Plaintiff-Appellee,
v.
FIRST NATIONAL BANK ALASKA,
Defendant-Appellant.
No. 17-35306
D.C. No. 3:16-cv-00125-SLG
MEMORANDUM*
Appeal from the United States District Court
for the District of Alaska
Sharon L. Gleason, District Judge, Presiding
Argued and Submitted August 15, 2018
Anchorage, Alaska
Before: HAWKINS, McKEOWN, and OWENS, Circuit Judges.
First National Bank Alaska (“FNBA”) appeals from the district court’s order
granting summary judgment to Nacole Jipping, Trustee of the Chapter 7
bankruptcy estate of Omni Enterprises, Inc. (“Omni”). As the parties are familiar
with the facts, we do not recount them here. We have jurisdiction under 28 U.S.C.
§ 158(d)(1), and we affirm.
* This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
FILED
AUG 22 2018
MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS

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Reviewing the contract as a whole, the district court correctly concluded that
the integration clause in the 2013 Security Agreement precluded FNBA from
relying on the 2009 Security Agreement to claim a security interest in Omni’s
deposit accounts. FNBA argues that it has a security interest in the deposit
accounts for three reasons.
First, FNBA argues that the 2009 Security Agreement is part of the 2013
Security Agreement, as a “Related Document[]” referenced in the 2013 Security
Agreement’s integration clause. The integration clause states,
This Agreement, together with any Related Documents, constitutes the
entire understanding and agreement of the parties as to the matters set
forth in this Agreement. No alteration of or amendment to this
Agreement shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or
amendment.
And Related Documents are defined in the 2013 Security Agreement as,
[A]ll promissory notes, credit agreements, loan agreements,
environmental agreements, guaranties, security agreement, mortgages,
deeds of trust, security deeds, collateral mortgages, and all other
instruments, agreements and documents, whether now or hereafter
existing, executed in connection with the Indebtedness.
As the district court recognized, the most natural reading of the Related Documents
clause construes the phrase “in connection with the Indebtedness” to refer solely to
those documents executed with respect to the 2013 loan. See Tesoro Alaska Co. v.
Union Oil Co. of Cal., 305 P.3d 329, 333–34 (Alaska 2013) (recognizing that
Alaska courts view “the contract as a whole” and “look first to the language of the

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contract itself”). Because the 2009 Security Agreement was executed with respect
to the 2009 loan, the 2009 Security Agreement is excluded from the definition of
Related Documents.
Second, FNBA argues that even if the 2009 Security Agreement is not a
Related Document, the integration clause only excludes prior agreements dealing
with “the matters set forth in [the 2013 Security] Agreement.” This reading of the
integration clause would effectively render the integration clause meaningless, as it
would not exclude anything from the 2013 Security Agreement. We therefore do
not agree with this reading of the integration clause.
Third, FNBA argues that various other provisions in the 2013 Security
Agreement are more specific than the general integration clause, and that those
provisions suggest the 2009 Security Agreement is included within the 2013
Security Agreement, given the specific-governs-the-general rule of contract
interpretation. See Restatement (Second) of Contracts § 203(c). But the
provisions FNBA refers to are not more specific than the terms of the integration
clause. Additionally, most of FNBA’s arguments would have us look to the future
advances provisions in the 2009 Security Agreement to conclude that FNBA has a
security interest in the deposit accounts that it seized in connection with the 2013
loan. This we cannot do, as the parol evidence rule prevents a contract with an

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integration clause from being “varied or contradicted by prior negotiations or
agreements.” Still v. Cunningham, 94 P.3d 1104, 1109 (Alaska 2004).1
AFFIRMED.
1 Because we conclude that the 2013 Security Agreement’s integration
clause precluded FNBA from claiming a security interest in the deposit accounts,
we need not decide whether the 2009 Security Agreement was terminated when, in
2011, Omni paid off its 2009 loan in full. Nevertheless, that the 2009 loan was
paid off and released lends further support to our interpretation here.

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