Richard Clark Williamson and Tonya Gayle Williamson

1The Court has subject matter and personal jurisdiction
pursuant to 28 U.S.C. §§ 1334 and 157(b); this is a core
proceeding pursuant to 28 U.S.C. § 157(b)(2)(A) and (B); and
these are findings of fact and conclusions of law as may be
required by Rule 7052 F.R.B.P.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW MEXICO
In re:
RICHARD CLARK WILLIAMSON and
TONYA GALE WILLIAMSON,
Debtors. 	No. 09-15298-s11
MEMORANDUM OPINION ON DEBTORS’
MOTION FOR SUMMARY JUDGMENT ON OBJECTION
TO CLAIM OF BANK ‘34 AND BANK 34'S CROSS-MOTION
This matter is before the Court on Debtors’ Objection to
Proof of Claim #9, filed by Bank ‘34 (“Bank”)(doc 102) 1. 	Debtors
filed a Motion for Summary Judgment (“Motion”) on their claim
objection with a Brief in Support. 	Docs 118, 119. 	Bank
responded and filed a Cross-Motion for Summary Judgment (“Cross-
Motion”). 	Doc 120. 	Debtors replied and responded. 	Doc 121,
amended by 123. 	Debtors are represented by their attorney the
Law Office of George Dave Giddens, PC (Christopher M. Gatton and
George D. Giddens, Jr.). 	Bank is represented by its attorney
John D. Wheeler & Associates, a Professional Corporation (John D.
Wheeler). 	For the reasons set forth below, the Court will deny
Debtors’ Motion and grant Bank’s Cross-Motion in part.
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2 Bankruptcy Rule 7056 incorporates Fed.R.Civ.P. 56. 	That
Rule provides, in part:
(a) Motion for Summary Judgment or Partial Summary
Judgment. 	A party may move for summary judgment,
identifying each claim or defense--or the part of each
claim or defense--on which summary judgment is sought.
The court shall grant summary judgment if the movant
shows that there is no genuine dispute as to any
material fact and the movant is entitled to judgment as
a matter of law. 	The court should state on the record
the reasons for granting or denying the motion.
...
(c) Procedures.
(1) Supporting Factual Positions. 	A party asserting
that a fact cannot be or is genuinely disputed must
support the assertion by:
(A) citing to particular parts of materials in the
record, including depositions, documents,
electronically stored information, affidavits or
declarations, stipulations (including those made
for purposes of the motion only), admissions,
interrogatory answers, or other materials; or
(B) showing that the materials cited do not
establish the absence or presence of a genuine
dispute, or that an adverse party cannot produce
admissible evidence to support the fact.
(2) Objection That a Fact Is Not Supported by
Admissible evidence. 	A party may object that the
material cited to support or dispute a fact cannot be
presented in a form that would be admissible in
evidence.
(3) Materials Not Cited. 	The court need consider only
the cited materials, but it may consider other
materials in the record.
(4) Affidavits or Declarations. 	An affidavit or
declaration used to support or oppose a motion must be
made on personal knowledge, set out facts that would be
admissible in evidence, and show that the affiant or
(continued...)
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SUMMARY JUDGMENT
Summary judgment is proper when there is no genuine issue as
to any material fact and the moving party is entitled to a
judgment as a matter of law. 	Bankruptcy Rule 7056 2. 	In
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2(...continued)
declarant is competent to testify on the matters
stated.
...
(e) Failing to Properly Support or Address a Fact. 	If
a party fails to properly support an assertion of fact
or fails to properly address another party's assertion
of fact as required by Rule 56(c), the court may:
(1) give an opportunity to properly support or address
the fact;
(2) consider the fact undisputed for purposes of the
motion;
(3) grant summary judgment if the motion and supporting
materials--including the facts considered
undisputed--show that the movant is entitled to it; or
(4) issue any other appropriate order.
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determining the facts for summary judgment purposes, the Court
may rely on affidavits made with personal knowledge that set
forth specific facts otherwise admissible in evidence and sworn
or certified copies of papers attached to the affidavits.
Fed.R.Civ.P. 56(c)(1). 	When a motion for summary judgment is
made and supported by affidavits or other evidence, an adverse
party may not rest upon mere allegations or denials. 	Id.
Rather, “Rule 56(e) ... requires the nonmoving party to go beyond
the pleadings and by her own affidavits, or by the ‘depositions,
answers to interrogatories, and admissions on file,’ designate
‘specific facts showing that there is a genuine issue for
trial.’” 	Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986).
“Rule 56(e) permits a proper summary judgment motion to be
opposed by any of the kinds of evidentiary materials listed in
Rule 56(c), except the mere pleadings themselves.” 	Id. 	The
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court does not try the case on competing affidavits or
depositions; the court's function is only to determine if there
is a genuine issue for trial. 	Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 249 (1986).
In ruling on a motion for summary judgment, the trial court
views the evidence and draws reasonable inferences therefrom in
the light most favorable to the nonmoving party. 	Mountain
Highlands, LLC v. Hendricks, 616 F.3d 1167, 1169-70 (10 th Cir.
2010)(citing Garrison v. Gambro, Inc., 428 F.3d 933, 935 (10th
Cir. 2005)). 	On those issues for which it bears the burden of
proof at trial, the nonmovant “must go beyond the pleadings and
designate specific facts so as to make a showing sufficient to
establish the existence of an element essential to [its] case in
order to survive summary judgment.” 	Id. at 1170 (quoting Cardoso
v. Calbone, 490 F.3d 1194, 1197 (10th Cir. 2007)) (internal
quotation marks omitted). 	“If a party that would bear the burden
of persuasion at trial does not come forward with sufficient
evidence on an essential element of its prima facie case, all
issues concerning all other elements of the claim and any
defenses become immaterial.” 	Adler v. Wal-Mart Stores, Inc., 144
F.3d 664, 670 (10 th Cir. 1998)(citing Celotex, 477 U.S. at 322-
23). 	“[F]ailure of proof of an essential element renders all
other facts immaterial.” 	Mountain Highlands, 616 F.3d at 1170
(quoting Koch v. Koch Indus., Inc., 203 F.3d 1202, 1212 (10th
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Cir.), cert. denied, 531 U.S. 926 (2000)).
New Mexico LBR 7056-1 governs summary judgment motions. It
provides, in part:
The memorandum in support of the motion shall set
out as its opening a concise statement of all of the
material facts as to which movant contends no genuine
issue exists. 	The facts shall be numbered and shall
refer with particularity to those portions of the
record upon which movant relies.
A memorandum in opposition to the motion shall
contain a concise statement of the material facts as to
which the party contends a genuine issue does exist.
Each fact in dispute shall be numbered, shall refer
with particularity to those portions of the record upon
which the opposing party relies, and shall state the
number of the movant's fact that is disputed. 	All
material facts set forth in movant’s statement that are
properly supported shall be deemed admitted unless
specifically controverted.
FACTS
Debtors’ Memorandum in Support of Motion for Summary
Judgment (doc 119) contains a statement of 13 proposed undisputed
facts. 	Bank’s Cross-Motion for Summary Judgment (doc 120)
contains a statement of five additional proposed undisputed
facts, numbered 14 to 18. 	Bank admitted that Debtors’ proposed
facts 1 through 10 and 12 were undisputed. 	Bank’s problems with
facts 11 and 13 are discussed in connection with those facts
below. 	The Court finds the following facts proposed by the
Debtors to be undisputed:
1. 	Debtors filed a voluntary petition for relief under chapter
12 of the Bankruptcy Code on November 19, 2009 (doc 1). 	The case
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3Attached to Debtors’ Memorandum as Exhibit A. 	(Doc 119).
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was subsequently converted to one under chapter 11 on August 13,
2010 (doc 70).
2. 	Bank filed its Proof of Claim (the "Claim") in the amount of
$1,509,644.85 on March 4, 2010. 	Claim 9.
3. 	The Claim included four (4) loans as evidenced on the "Proof
of Claim Documentation Summary" filed as page 2 of the Proof of
Claim. 	However, the Claim did not provide the balance for each
individual loan included. 	Claim 9-1 part 2.
4. 	Loan No. 1563, included in Claim 9, was satisfied in full by
New Mexico Building Co., Inc., the primary borrower on the loan,
after the petition date. 	Claims 9-1 through 9-5, Affidavit of
Tonya Gayle Williamson 3.
5. 	Claim 9 states that it is a secured Claim. 	Claim 9-1.
6. 	The Debtors contested the inclusion of Loan No. 1563 and the
"secured" status of the personal guarantees of Loan No. 1628, and
filed the Debtors' Objection to Proof of Claim 9 filed by Bank on
September 29, 2010. 	(Doc 102.)
7. 	On October 14, 2010, Bank amended Claim 9 by filing
individual proofs of claim for Loan No. 2415 (Claim 9-2), Loan
No. 2466 (Claim 9-3), and Loan No. 1628 (Claims 9-4 and 5). 	The
Bank did not file an amended proof of claim for Loan No. 1563,
acknowledging that the Debtors are no longer obligated personally
for repayment of the loan. 	Claims 9-1 through 9-5.
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4Attached to Debtors’ Memorandum as Exhibit B. 	(Doc 119).
5Attached to Debtors’ Memorandum as Exhibit C. 	(Doc 119).
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8. 	The original claim and all of the amended claims were filed
as "secured claims." 	Claims 9-1 through 9-5.
9. 	Bank did not attach the most recent documents evidencing the
Debtors' guarantees 4, dated March 5, 2009, to Claim 9-1.
However, these documents were attached to Claim 9-5.
10. 	The March 5, 2009 Personal Guarantee documents signed by the
Debtors clearly indicate that the guarantees, when read alone,
are unsecured. 	Claim 9-5, Exhibits A and B.
11. 	Debtors’ Proposed Fact 11 states: “Loan No. 2415 5 contains a
"dragnet provision," which states that secured debt for that loan
includes but is not limited to:
a. 	All future advances, or other future obligations
from the Debtors to Bank '34 under any promissory note,
contract, or guaranty (Exhibit C, ¶4B).
b. 	All obligations the Debtors owe to Bank '34, which
now exist or may later arise (Exhibit C, ¶4C).
c. 	The Debtors' performance under the terms of any
instrument evidencing a debt to Bank, '34 (Exhibit C,
¶4E).”
Bank objects to this fact as follows: “To the extent that
Debtors’ description of ‘Loan No. 2415' is, in fact, describing
the ‘Line of Credit Mortgage,’ dated August 2, 2007, Bank admits”
fact 11. 	Exhibit C is not Loan No. 2415, which should presumably
be a note. 	Rather, Exhibit C is a line of credit mortgage dated
August 2, 2007. 	The Court has reviewed the Bank’s eight proofs
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6The table at the end of this Memorandum analyzes and
summarizes all documents attached to each of the claims.
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of claim filed in this case 6 and finds only one line of credit
mortgage executed by the Debtors personally. 	That mortgage was
executed on August 2, 2007 by both Debtors, individually, on
property located at 32 Ivy Lane and was described by legal
description attached to the mortgage. 	The mortgage was filed for
record in Otero County, New Mexico on August 2, 2007. 	The
mortgage lists a maximum liability of $498,000.00. 	This mortgage
appears as part of the documentation of loan no. 2415 in Claim 9-
1.6, at pp. 8-14 and again as documentation of loan no. 2415 in
Claim 9-2, pp. 10-16. 	It also appears as part of the
documentation of loan no. 1628 at Claim 9-5.2, at pp. 12-18. 	It
also appears as Exhibit C to Debtors’ Motion for Summary Judgment
(doc 119-3, pp. 1-7), and as Exhibit A to Bank’s Cross-Motion for
Summary Judgment (doc 120-1, pp. 1-7). 	No copies of this
mortgage in the file contain a reference to a loan number.
The Court finds that the Debtors did execute a line of
credit mortgage on August 2, 2007 that contains the language
stated. 	The Court makes no finding as to which loan number the
mortgage relates. 	And, the Court finds that the promissory note
referred to in the mortgage that was executed on August 2, 2007
does not appear in the file.
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12. 	Based on these provisions, Bank asserts that the Personal
Guarantees are secured debts. 	Claims 9-1 and 9-5.
13. 	Debtors’ Proposed Fact 13 states: “Although the amendments
[to Bank’s proofs of claim] resolve the issue relating to the
inclusion of Loan No. 1563, the Debtors still object to Claim 9
and its amendments, which claim that Loan 1628 is classified as a
secured debt, and hereby renews that objection.”
Bank objects to this fact as follows: “Paragraph 13 ...
contains legal arguments and conclusions, but to the extent that
Paragraph 13 alleges certain facts, Bank denies [them].” 	In a
footnote Bank refers to Debtors’ Schedule D that listed Bank as
secured and undisputed and that Schedule F did not list any
unsecured debts to Bank.
The Court finds fact 13 to be: “Debtors still object that
Loan 1628 is classified as a secured debt on the proofs of
claim.” 	Bank need not respond.
The Court finds the following facts proposed by Bank to be
undisputed:
14. 	Over a period of a number of years, Debtors and Creditor
Bank have routinely entered into and maintained several business
and personal lending and banking activities, involving numerous
pieces of real property and chattel.
15. 	The “Line of Credit Mortgage (With Future Advance Clause)”
(hereinafter “Mortgage”), entered into on August 7, 2007, by the
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7In Debtors’ First Amended Reply (doc 123), Debtors state:
“Debtors admit that an August 2007 Line of Credit Mortgage was
signed by the Debtors, granting a mortgage to Alamo Federal
Savings and Loan.” 	Debtors failed to respond to “was intended to
secure monies lent for business purposes” and therefore this fact
is deemed admitted by NM LBR 7056-1.
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parties, was intended to secure monies lent for business
purposes 7.
16. 	Bank’s Proposed Fact 16 states: “As evidenced by their
signatures, and pursuant to the plain language of the
Mortgage—both by its use as a line of credit securitization and
through its cross-collateralization clause— Debtors intended the
Mortgage to secure all Debtors’ future obligations in favor of
Creditor Bank, including guarantees, and regardless of whether
the Mortgage was expressly described in any such future
obligation instrument.” 	Debtors object to this fact as follows:
“Debtors deny the allegation in paragraph 16 of the Response that
the Debtors’ intent can be inferred from their signature on the
document.” 	This is basically a legal argument, with which the
Court agrees in part. 	The fact is also ambiguous because it
fails to differentiate between the concepts of the Debtors’
actual intent as opposed to the intent to be divined from the
language in the document. 	And, it is not clear that Bank has a
reasonable foundation to know what the Debtors intent was. 	The
Court rejects Bank fact 16. 	Finally, the document speaks for
itself.
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17. 	The personal guarantees, entered into by each individual
Debtor on March 5, 2009, in favor of Creditor Bank (hereinafter
“Guarantees”), were intended to guarantee monies that were lent
to Debtors for business purposes.
18. 	Bank’s Proposed Fact 18 states: “As evidenced by their
signatures, and pursuant to the plain language of the Guarantees,
contained in the Guarantees’ additional provisions, Debtors
intended the Guarantees to be in addition to, and cumulative
with, all other debts, past or present, incurred by Debtors in
favor of Creditor Bank.” 	Debtors object to this fact for
essentially the same reason as Fact 16. 	The Court similarly
rejects Fact 18. 	And, finally, the document speaks for itself.
DISCUSSION
The sole issue presented in this case is the secured status
of Debtors’ personal guarantee of Loan No. 1628. 	This involves
discussing several subissues: 1) what is the New Mexico law
regarding dragnet clauses, 2) what were the circumstances
surrounding the mortgage and what is the nexus of that mortgage
to the guarantees, 3) whether the documents involved in this case
are unambiguous such that intent of the parties is easily
determined by reference to the documents, 4) if the dragnet
clause in this case is valid, what are any limitations on the
scope of the debts secured.
NEW MEXICO LAW
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A “dragnet clause” is a provision in a mortgage that states
that the mortgage will secure not only the debt incurred in the
instant mortgage transaction, but in addition all other debts or
obligations that are presently owed or may in the future be owed
to the mortgagee by the mortgagor. 	Restatement (Third) of
Property § 2.4 (Mortgages Securing Future Advances Not
Specifically Described), cmt.
Dragnet clauses which purport to secure all debts,
past, present, and future, between parties to a
security agreement generally are disfavored and thus
strictly construed. 	Uransky v. First Federal Savings &
Loan Association, [684 F.2d 750 (11 th Cir. 1982)].
Aside from the actual language of the provision,
construction should focus on the intent of the parties
as evidenced by the circumstances surrounding the
mortgage and the nexus between the mortgage and the
notes involved. 	In re Bass, 44 B.R. 113 (Bkrtcy. D.
N.M. 1984).
Ruidoso State Bank v. Castle, 105 N.M. 158, 160, 730 P.2d 461,
463 (1986). 	The hesitation to apply these clauses is evidenced
in the “Kansas-Hawaiian rule” mentioned in In re Davis, 44 B.R.
88, 90 (Bankr. D. N.M. 1984):
... in the absence of clear, supportive evidence of a
contrary intention a mortgage containing a dragnet type
clause will not be extended to cover future advances
unless the advances are of the same kind and quality or
relate to the same transaction or series of
transactions as the principal obligation secured or
unless the document evidencing the subsequent advance
refers to the mortgage as providing security
therefor....
(citing Emporia State Bank and Trust Company v. Mounkes, 214 Kan.
178, 519 P.2d 618 (1974) and Akamine & Sons, Ltd. v. American
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8Currently codified as § 48-7-9 (NMSA 1978).
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Security Bank, 50 Haw. 304, 440 P.2d 262 (1968).) 	The Davis
court rejected this rule, however, finding that “New Mexico had
previously given a rather expansive meaning to open-end mortgage
provisions for future advances.” 	Id.
In 1978 the New Mexico Supreme Court decided New Mexico Bank
and Trust Co. v. Lucas Bros., 92 N.M. 2, 582 P.2d 379 (1978).
The court adopted the reasoning behind New Mexico’s 1975
enactment of § 61-7-9 (NMSA 1953)(Supp. 1975) 8. 	Id. at 4, 582
P.2d at 381. 	This statute provides:
§ 48-7-9. Mortgages; future advances; lien.
Every mortgage or other instrument securing a loan upon
real estate and constituting a lien, or the full
equivalent thereof, upon the real estate securing such
loan, may secure future advances and the lien of such
mortgage shall attach upon its execution and have
priority from the time of recording as to all advances,
whether obligatory or discretionary, made thereunder
until such mortgage is released of record; provided,
that the lien of such mortgage shall not exceed at any
one time the maximum amount stated in the mortgage.
In Lucas Bros. a junior mortgagee argued that the dragnet
clause should not apply to loans made after the mortgage that
contained the dragnet clause because those later loans were
unrelated to the purpose of the mortgage loan. 	Id. 	The court
rejected this argument without discussion, finding that the
mortgage was valid and its dragnet clause should be enforced as
written. 	Id at 5, 582 P.2d at 382. 	The court also reasoned that
the importance of dragnet clauses was “well recognized”. 	Id. at
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4, 582 P.2d at 381. 	And finally, the court commented that the
recording statutes would prevent any harm to future lenders
because the upper limits of the secured financing must be stated.
Id.
The New Mexico Supreme Court next addressed dragnet clauses
in Clovis Natl. Bank v. Harmon, 102 N.M. 166, 692 P.2d 1315
(1985). 	That court found that the mortgage (with a dragnet
clause) “clearly expresses the intent that it secured all of
Harmon’s existing or future debt.” 	Id. at 169, 692 P.2d at 1318.
It also found that the trial court’s findings were based on
substantial evidence. 	The court did not address whether the
later transactions were similar to the original obligation. 	Id.
at 168, 692 P.2d at 1317.
The next year, the New Mexico Supreme Court clarified its
holding in Harmon in Ruidoso State Bank v. Castle, 105 N.M. 158,
730 P.2d 461 (1986). 	It stated that Harmon did not stand for the
proposition that dragnet clauses secure all debts “as a matter of
law.” 	Id. at 160, 730 P.2d at 463. 	Instead, it ruled that
dragnet clauses should be enforced if the “intent of the parties
as evidenced by the circumstances surrounding the mortgage and
the nexus between the mortgage and the notes involved” suggested
an intent to secure future debts. 	Id. 	It then distinguished
Harmon by stating that in Harmon all the court had done was to
conclude that the trial judge’s ruling that the dragnet clause
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9As discussed below, “circumstances” do not include a
party’s secret intentions.
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secured other debts was supported by substantial evidence. 	Id.
In contrast, the Castle trial judge’s findings that the bank
never actually intended the dragnet clause to secure pre-existing
debts that had no nexus to the loan secured by the dragnet
mortgage was supported by substantial evidence. 	Id.
Therefore, the lesson from Harmon and Castle is that dragnet
clauses are enforceable, but not automatically. 	The crucial
factor is based on the parties’ intent as evidenced by the
circumstances 9 surrounding the mortgage and the nexus of that
mortgage to the debts it purports to secure.
There are also two District of New Mexico bankruptcy cases
that discuss dragnet clauses under state law, both decided in
November, 1984. 	In the first, In re Davis, 44 B.R. 88, 90
(Bankr. D. N.M. 1984) the court rejected application of the
Kansas-Hawaiian rule as discussed above. 	Instead, it simply read
the state statute and found that the mortgage met the
requirements: it was a loan on real property; it had not been
released; it stated the upper limit of advances; and the advances
had not exceeded the stated limit. 	Id. 	The court also ruled
that the fact that the loan did not make reference to the earlier
mortgage that contained the dragnet clause was not sufficient to
constitute a waiver of that provision. 	Id. 	That ruling was
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based solely on the statute, which the Court found had no
requirement that subsequent notes make reference to the previous
mortgage. 	Id. 	The court next reasoned:
Third, in the circumstances of this case we see no
reason to conclude that the parties did not intend the
mortgage provision to operate as written. 	It is
difficult to see any merit in the trustee's and KCL's
argument. 	The language of the mortgage makes it clear
that the parties intended to secure the “payment of all
loans, advances, indebtedness or liabilities, whether
now existing or which hereafter come into existence ...
however acquired by the mortgagee, due the mortgagee
from the mortgagor ....” 	Further, the parties arrived
at a figure of $78,000.00 as an upper limit to the lien
of the mortgage. 	Absent such specific language the New
Mexico law might require that the subsequent notes
reference the mortgage or that the advances be of the
“same class” as the primary obligation so that intent
to include future advances could be inferred. 	However,
here there is no need to “infer” the intent of the
parties since that intent is expressed in clear and
unambiguous language. 	As stated by the New Mexico
Supreme Court in Smith v. Price's Creameries, Div.
Etc., 98 N.M. 541, 544, 650 P.2d 825, 828–829 (1982):
Failing a showing of ambiguity in a contract,
or evidence of fraud, where the parties are
otherwise competent and free to make a choice as
to the provisions of their contract, it is
fundamental that the terms of the contract made by
the parties must govern their rights and duties.
There is no allegation, nor evidence, of any
unfairness or oppressiveness in the relationship
between the debtors and the Bank. 	In the absence of
fraud, misrepresentation or other wrongful acts, “a
party who executes and enters into a written contract
is presumed to know the terms of the agreement, and to
have agreed to each of its provisions....” 	Smith, 650
P.2d at 829. 	See also, In re Guilmette, 12 B.R. 799
(Bankr. D. R.I. 1981); 11 Am.Jur.2d, Bills and Notes, §
695, 17 Am.Jur.2d, Contracts, § 149.
Id. at 90-91. 	And, finally the Court saw nothing in the
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surrounding circumstances that was inconsistent with an intent to
secure future advances. 	Id. at 91. 	It also stated that
consideration may not be given to the statements of either party
as to their subjective intent. 	Id. (citing First National Bank
of Dallas v. Rozelle, 493 F.2d 1196 (10th Cir.1974) and
Restatement of the Law, Contracts, § 230.)
In In re Bass, 44 B.R. 113 (Bankr. D. N.M. 1984) the
bankruptcy court was faced with a dragnet clause that the bank
claimed secured both a pre-mortgage loan and two post-mortgage
loans. 	It looked to the circumstances surrounding the mortgage
and the relationships of the notes to the mortgage and found that
for the pre-mortgage loan, the mortgage could easily have made
reference to it but did not. 	Also, the pre-mortgage note was for
business purposes but the mortgage itself was a personal
obligation secured by the Bass residence. 	From these two facts,
the court determined that there was no intent to secure the pre-
mortgage note. 	Id. at 116. 	For the post-mortgage notes, the
court reasoned that the validity and enforceability of future
advance clauses was a settled issue in New Mexico and saw no
reason to conclude that the parties did not intend it to apply to
the post-mortgage notes. 	Id. 	The court also determined that the
dragnet clause would be limited to $19,748.24 because that was
the stated amount and anything in excess would be deemed
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10 A later state court case agreed that amounts advanced up
to the stated maximum amount are secured, and anything in excess
of the stated maximum amount are unsecured. 	Pioneer Savings &
Trust v. Rue, 109 N.M. 228, 229, 784 P.2d 415, 416 (1989).
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unsecured 10 . 	Id.
CIRCUMSTANCES AND NEXUS
Over a period of a number of years, Debtors and Creditor
Bank have routinely entered into and maintained several business
and personal lending and banking activities, involving numerous
pieces of real property and chattel. 	Fact 14. 	A portion of the
relationship is demonstrated by the proofs of claim on file with
their accompanying documents, a detailed analysis of which appear
in the table at the end of this memorandum.
In July 2006, New Mexico Building Company (“NMBC”) borrowed
$500,000 from Bank under Loan No. 1563. 	The stated purpose of
the loan was “Construction.” 	Richard Williamson was president of
NMBC and executed documents in that capacity: a note and security
agreement, a commercial loan agreement, a line of credit, and
five line of credit mortgages on property owned by NMBC. 	Richard
Williamson executed a personal guaranty of Loan No. 1563 to Bank
with an upper limit of $500,000. 	There are two boxes on the
guaranty, one to check if the guaranty were “unsecured” and one
to check if it were “secured.” 	Neither box was checked, but next
to the “secured” box it stated “secured by a mortgage or security
agreement dated 07/27/2006.” 	Page two of the guaranty, paragraph
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12 stated: “The liability of the Undersigned under this guaranty
is in addition to and shall be cumulative with all other
liabilities of the Undersigned to Lender as guarantor or
otherwise, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other
liability specifically provides to the contrary.” 	Loan No. 1563
currently has a zero balance, NMBC paid it off postpetition.
Fact 4.
In September 2006, Williamson Construction, Inc. (“WC”)
borrowed $936,953 from Bank under Loan No. 1628. 	The stated
purpose of the loan was “Construction.” 	Tonya Williamson was
president and executed documents in that capacity: a note and
security agreement, a commercial loan agreement, and a line of
credit mortgage on four tracts of real estate in Alamogordo, New
Mexico owned by WC. 	Both Tonya Williamson and Richard Williamson
executed personal guaranties of Loan No. 1628 to Bank with an
upper limit of $936,953.00. 	There are two boxes on the
guaranties, one to check if the guaranty was “unsecured” and one
to check if it was “secured.” 	Neither box was checked, but next
to the “secured” box it stated “secured by a mortgage or security
agreement dated 09/22/2006.” 	Page two of each guaranty,
paragraph 12 stated: “The liability of the Undersigned under this
guaranty is in addition to and shall be cumulative with all other
liabilities of the Undersigned to Lender as guarantor or
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otherwise, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other
liability specifically provides to the contrary.”
On August 2, 2007, Richard and Tonya Williamson, as
individuals, executed a line of credit mortgage (with future
advance clause) to Bank. 	The mortgage is on property described
in a metes and bounds description attached to the mortgage and it
states the property is located at 32 Ivy Lane, La Luz, New Mexico
88337. 	The mortgage states that it will have a maximum
obligation of $498,000.00. 	The mortgage defines SECURED DEBT as
including, but not limited to, the following:
A. 	The promissory note(s), contract(s), guaranty(s)
or other evidence of debt described below and all
extensions, renewals, modifications or substitutions
(Evidence of Debt): A Promissory Note dated 08/02/2007.
B. 	All future advances from Lender to Mortgagor or
other future obligations of Mortgagor to Lender under
any promissory note, contract, guaranty, or other
evidence of debt ,existing now or executed after this
Mortgage whether or not this Mortgage is specifically
referred to in the evidence of debt.
C. 	All obligations Mortgagor owes to Lender, which
now exist or may later arise, to the extent not
prohibited by law, including, but not limited to,
liabilities for overdrafts relating to any deposit
account agreement between Mortgagor and Lender.
D. 	All additional sums advanced and expenses incurred
by Lender for insuring, preserving or otherwise
protecting the Property and its value and any other
sums advanced and expenses incurred by Lender under the
terms of this Mortgage, plus interest at the highest
rate in effect, from time to time, as provided in the
Evidence of Debt.
E. 	Mortgagor's performance under the terms of any
instrument evidencing a debt by Mortgagor to Lender and
any Mortgage securing, guarantying, or otherwise
relating to the debt.
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If more than one person signs this Mortgage as
Mortgagor, each Mortgagor agrees that this Mortgage
will secure all future advances and future obligations
described above that are given to or incurred by anyone
or more Mortgagor, or anyone or more Mortgagor and
others.
The promissory note dated 08/02/2007 does not appear in the file.
The mortgage also provides that: “This Mortgage is complete and
fully integrated. 	This Mortgage may not be amended or modified
by oral agreement.”
On June 27, 2008 Richard and Tonya Williamson executed a
note personally to Bank for $277,500. 	(Loan No. 2415.) 	The
stated purpose of the note was “Working Capital.” 	The note
listed collateral of “32 Ivy Lane La Luz NM 88337.” 	The note
further stated that the property will be used for a business. 	It
further stated “This agreement secures this note and any other
debts I have with you, now or later.” 	On the same date, and in
connection with Loan No. 2415, the Williamsons executed a
commercial loan agreement stating that it was for “business
purposes.” 	They also executed a line of credit agreement
referencing Loan No. 2415, with a maximum credit amount of
$277,500.00, and related documents of “security agreement dated
6/27/2008 and mortgage dated 6/27/2008.” 	Neither the 6/27/2008
security agreement or the 6/27/2008 mortgage appear in the
record.
On August 21, 2008 Richard and Tonya Williamson executed a
note personally to Bank for $100,000. 	(Loan No. 2466.) 	The
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stated purpose of the note was “Working Capital.” 	The note
listed collateral of: accounts and other rights to payment,
inventory, equipment, general intangibles, farm products and
supplies, government payments and programs, investment property
and deposit accounts. 	It further stated “This agreement secures
this note and any other debts I have with you, now or later.”
On the same date, and in connection with Loan No. 2466, the
Williamsons executed a commercial loan agreement stating that it
was for “business purposes.” 	They also executed a line of
credit agreement, with a maximum credit amount of $100,000.00,
referencing Loan No. 2466 and related documents of “security
agreement dated 08/21/2008 and mortgage dated 08/02/2007.”
(Emphasis added.)
On March 5, 2009, WC refinanced and renewed Loan No. 1628 in
the amount of $760,000.00. 	The stated purpose was “Refinancing.”
A note and commercial loan agreement were executed in connection
therewith by Tonya Williamson, President. 	The note states that
it was secured by a line of credit mortgage dated 9-22-2006
between WC and Bank and a line of credit mortgage dated 4-29-08
between WC and Bank.
On March 5, 2009, both Richard Williamson and Tonya
Williamson executed new guaranties to Bank of all WC’s debts.
Each guaranty states:
[T]he Undersigned guarantees to Lender the payment and
performance of each and every debt, liability and
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obligation of every type and description which Borrower
[WC] may now or at any time hereafter owe to Lender
(whether such debt, liability or obligation now exists
or is hereafter created or incurred, and whether it is
or may be direct or indirect, due or to become due,
absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several, or joint
and several; all such debts, liabilities and
obligations being hereinafter collectively referred to
as the "Indebtedness"). 	Without limitation, this
guaranty includes the following described debt(s): All
Debt.
There are two boxes on the guaranties, one to check if the
guaranty were “unsecured” and one to check if it were “secured.”
The “unsecured” box was checked. 	Page two of each guaranty,
paragraph 12 stated: “The liability of the Undersigned under this
guaranty is in addition to and shall be cumulative with all other
liabilities of the Undersigned to Lender as guarantor or
otherwise, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other
liability specifically provides to the contrary.”
In addition to the eight proofs of claims with exhibits the
record contains the affidavit of Tonya Williamson (doc 119-1, pp.
1-4) and the affidavit of Jill Gutierrez, President of Bank’s Las
Cruces Division (doc 120-3, pp. 1-4). 	These affidavits provide
more facts concerning the relationship of the parties and the
circumstances surrounding execution of the documents.
Debtor’s affidavit discloses another loan from Bank to WC to
purchase more land for the subdivision WC was developing. 	In
2009 the subdivision appraised for $894,000. 	This value was less
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11 Paragraphs 4(B) and 4(C) are parts of the dragnet clause
that state that the debt secured by the mortgage includes:
B. 	All future advances from Lender to Mortgagor or
other future obligations of Mortgagor to Lender under
any, among others, guaranty now existing or executed
after the mortgage, whether or not this mortgage is
specifically referred to in the evidence of the debt.
C. 	All obligations Mortgagor owes to Lender, which now
exist of may later arise....
But the Court finds it even more significant that Debtor’s
affidavit paragraph 16 states that the Debtors’ intent in signing
the May [sic: March] 5, 2009 guarantees was that they would be
unsecured, in plain contradiction to the August 2, 2007 mortgage.
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than Bank required to maintain Bank’s loan to value ratio.
Therefore, Bank demanded a principal payment of $74,313.41, which
was made. 	Bank at this time also obtained the new personal
guarantees that changed the maximum liability from $936,953, see
Claim 9-1.3, pp. 7-10) to “unlimited,” see Claim 9-5.2, pp. 7-
10). 	The Court finds it significant that Debtor’s affidavit
makes no mention of the August 2, 2007 line of credit mortgage.
If Debtors had any facts that would support some theory that the
language of the mortgage, particularly paragraphs 4(B) and
4(C) 11 , do not mean what they say, this would have been the place
to list them.
Jill Gutierrez’s affidavit, paragraph 12, states that the
Debtors never discussed with the Bank or otherwise expressed an
intent to preclude application of the August 2, 2007 mortgage’s
cross-collateralization clause to the March 5, 2009 guarantees.
And, in paragraph 16 she states that Bank, as part of its
decision to continue to lend money to Debtors and their
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businesses, always expected to be able to apply the August 2,
2007 mortgage’s clear language.
The Court finds that Debtors and Bank had an extensive
history of transactions. 	Debtors were involved with two
corporations and personally guaranteed the corporate debts of
both. 	The record also shows that the Debtors personally borrowed
from Bank (at least) twice. 	But, the two personal loans that are
documented in the file both stated that they were for “business
purposes” and “working capital.” 	This suggests to the Court that
Debtors were willing to obligate themselves and their assets for
the benefit of their businesses. 	In addition, the refinance
documents for Loan No. 2466 specifically refer to the August 2,
2007 mortgage on 32 Ivy Lane as collateral.
Therefore, the Court also finds that both the history of the
parties and the circumstances of the line of credit mortgage on
32 Ivy Lane suggest that the Debtors intended to, and in fact
did, pledge that property as collateral for business loans,
existing and future. 	See Fact 15 (“The ‘Line of Credit Mortgage
(With Future Advance Clause)’ (hereinafter ‘Mortgage’), entered
into on August 7, 2007, by the parties, was intended to secure
monies lent for business purposes.”) 	The language from all the
documents also suggests that the Bank intended to create liens on
as much property as possible belonging to the Williamsons, NMBC
and WC to protect its positions.
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12 Paragraphs 7 and 8 of Ms. Williamson’s affidavit state
that both the Debtors’ and Bank’s intent in obtaining the 2006
guarantees was that they would be unsecured. 	Paragraph 16 of the
affidavit states that Debtors’ intent in signing the May [sic,
March] 2009 guarantees was that they should be unsecured
guarantees. 	Doc 119-1, pp. 2-3.
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AMBIGUITY
As noted by the bankruptcy court in the Davis case: 1) if a
contract is not ambiguous, and 2) if there are no allegations of
fraud, and 3) if a party is competent and free to make choices as
to the provisions of a contract, 4) then the terms of the
contract must govern the parties’ rights and duties. 	Davis, 44
B.R. at 91 (quoting Smith v. Price’s Creameries, 98 N.M. 541,
544, 650 P.2d 825, 828-29 (1992)). 	Probably in response to Tonya
Williamson’s affidavit 12 Bank argues in its Cross-Motion that the
guarantees are unambiguous. 	A guarantee is a contract, and the
issue of ambiguity is well developed by New Mexico contract law.
Before construing the contract, the Court will
address New Mexico's version of the parol evidence
rule. 	New Mexico law formerly followed the traditional
“four-corners” standard, under which extrinsic evidence
was not admissible to vary or modify clear and
unambiguous written terms of a contract. 	See, e.g.,
C.R. Anthony Co. v. Loretto Mall Partners, 112 N.M.
504, 508, 817 P.2d 238, 242 (1991). 	However, in C.R.
Anthony, the New Mexico Supreme Court abandoned the
four-corners standard:
We hold today that in determining whether a term
or expression to which the parties have agreed is
unclear, a court may hear evidence of the
circumstances surrounding the making of the
contract and of any relevant usage of trade,
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course of dealing, and course of performance.
See, e.g., Eskimo Pie Corp. v. Whitelawn Dairies,
284 F.Supp. 987, 995 (S.D.N.Y.1968). 	New Mexico
case law to the contrary is hereby overruled.
Id. at 508–09, 817 P.2d at 242–243. (Footnotes
omitted.)
The Supreme Court revisited the parol evidence
rule in Mark V, Inc. v. Mellekas, 114 N.M. 778, 781,
845 P.2d 1232, 1235 (1993) when it commented on C.R.
Anthony's implications:
New Mexico law, then, allows the court to consider
extrinsic evidence to make a preliminary finding
on the question of ambiguity. 	The present law in
this state concerning the interpretation of
ambiguous or unclear language in written
agreements may be summarized as follows: An
ambiguity exists in an agreement when the parties'
expressions of mutual assent lack clarity. 	C.R.
Anthony, 112 N.M. at 509 n. 2, 817 P.2d at 243 n.
2. 	The question whether an agreement contains an
ambiguity is a matter of law to be decided by the
trial court. 	Levenson v. Mobley, 106 N.M. 399,
401, 744 P.2d 174, 176 (1987). 	The court may
consider collateral evidence of the circumstances
surrounding the execution of the agreement in
determining whether the language of the agreement
is unclear. 	C.R. Anthony, 112 N.M. at 508–09, 817
P.2d at 242–43. 	If the evidence presented is so
plain that no reasonable person could hold any way
but one, then the court may interpret the meaning
as a matter of law. 	Id. at 510, 817 P.2d at 244.
If the court determines that the contract is
reasonably and fairly susceptible of different
constructions, an ambiguity exists. 	Vickers v.
North Am. Land Dev., Inc., 94 N.M. 65, 68, 607
P.2d 603, 606 (1980).
In 2005, the New Mexico Court of Appeals dealt
with the parol evidence rule in City of Sunland Park v.
Harris News, Inc., 138 N.M. 588, 593, 124 P.3d 566, 571
(Ct.App. 2005), where it discussed the framework for
analyzing admissibility of parol evidence:
{13} There are two levels to analyzing when parol
evidence may be used. Initially, we assess whether
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an ambiguity exists in the contract language. 	The
district court may hear extrinsic evidence to
answer this preliminary question. 	Mem'l Med.
Ctr., Inc. v. Tatsch Constr., Inc., 2000–NMSC–030,
¶ 16, 129 N.M. 677, 12 P.3d 431. 	If the district
court determines that the contract is not
ambiguous, it need not admit the extrinsic
evidence to aid it in its interpretation. 	Id. 	On
the other hand, if the district court decides that
a term is ambiguous, it may admit extrinsic
evidence to explain what the parties meant the
term to mean. 	C.R. Anthony Co. v. Loretto Mall
Partners, 112 N.M. 504, 508, 817 P.2d 238, 242
(1991). 	Since its conclusion of ambiguity or lack
of ambiguity is also a ruling on whether extrinsic
evidence may or may not be heard, the admission or
exclusion of extrinsic evidence to explain an
ambiguous term is reviewed de novo. 	See Mem'l
Med. Ctr., Inc., 2000–NMSC–030, ¶ 18 (“Whether
ambiguity exists is a question of law; therefore,
this Court reviews the district court's decision
to exclude extrinsic evidence de novo.”).
In re Faust, 2007 WL 4395695 at *4-5 (Bankr. D. N.M. 2007)
(footnote omitted.)
Under Bass, 44 B.R. at 116, a note that predates a mortgage
that contains a dragnet clause is probably not secured by the
mortgage unless the mortgage refers to it specifically.
Therefore, arguably Debtors’ 9/22/2006 guarantees to Bank would
not be secured. 	Debtors argue that if the 2006 guarantees would
not be secured, the 2009 guarantees, which are essentially the
same obligation, should also not be secured. 	Debtors cite no
legal authority for this proposition. 	The Court, however,
believes that this result does not follow. 	The March 2009
guarantees are new contracts with different terms. 	They also
came into being after the August 2, 2007 line of credit mortgage
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13 Debtors repeatedly argue that the “unsecured” box is
checked on the 2009 guarantee and Bank should be held to be
unsecured. 	The Court finds that that box did not need to be
checked. 	Debtors had already executed, and Bank had filed for
record, a mortgage that by law would secure the debts.
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(with future advance clause). 	The Court finds that the 2009
guarantees were different from the 2006 guarantees, and should be
analyzed independently of the 2006 guarantees.
Under C.R. Anthony, 112 N.M. at 508-09, 817 P.2d at 242-43,
this Court may consider collateral evidence of the circumstances
surrounding the execution of the line of credit mortgage and the
guarantees to determine if the language is unclear. 	In the
previous section of this Memorandum Opinion the Court examined
those circumstances. 	With them in mind, the Court now examines
if the language of the line of credit mortgage or the guarantees
is unclear.
The Court finds that both the line of credit mortgage and
the guarantees are clear and unambiguous. 	The Court finds the
documents are not reasonably and fairly susceptible of different
constructions. 	The words used show an intention of the Debtors
to pledge their land for the secured debt defined in the line of
credit mortgage, including the dragnet clause. 	The dragnet
clause specifies that it will operate to secure future guarantees
of debts owed Bank. 	The 2009 guarantees make Debtors liable for
all debts of WC in an unlimited amount 13 . 	They are basically
form documents with no deletions or additions. 	They are legal
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documents with legal terms that a court will presume to have
their normal legal meanings absent a contrary intention appearing
in the instrument. 	See Levenson v. Mobley, 106 N.M. 399, 403,
744 P.2d 174, 178 (1987). 	They were entered into in the ordinary
course of business of the parties. 	Neither party alleges, argues
or states in the affidavits that the language was unclear or that
they disagreed on the terms. 	The parties do, however, disagree
on the how the terms should be applied to the existing facts.
Debtors make it clear that they did not intend for the
mortgage to extend to the business debts. 	They also are clear
that they believed the values of the business collateral was more
than the debts and that the issue of the mortgage would not come
up. 	Therefore, they state that the only collateral would have
been the businesses’ assets. 	Debtors do not allege, however,
that they ever informed Bank of this unspoken intention and
belief. 	And, Jill Gutierrez’s affidavit affirmatively states
that Debtors did not inform bank of this intent or belief.
Debtors’ intent in this case is not relevant. 	See Hoggard v.
City of Carlsbad, 121 N.M. 166, 170, 909 P.2d 726, 730, 1996-
NMCA-003 (Ct.App. 1995),cert. denied, 121 N.M. 119, 908 P.2d 1387
(1996):
As a matter of law, one party's subjective impressions,
innermost thoughts, or private intentions, do not
create an ambiguity. 	Crawford Chevrolet, Inc. v.
National Hole-in-One Ass'n, 113 N.M. 519, 522 n. 3, 828
P.2d 952, 955 n. 3 (1992); Perea v. Snyder, 117 N.M.
774, 780, 877 P.2d 580, 586 (Ct.App.) (“[I]t is the
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intention which finds expression in the language used
and not the party's secret or undisclosed intent that
controls.”), cert. denied, 118 N.M. 90, 879 P.2d 91
(1994). 	Plaintiff cannot establish an ambiguity merely
by attempting “to raise a factual issue as to what was
the intent in his own mind, which ... is not the
issue.” 	Perea, 117 N.M. at 780, 877 P.2d at 586; see
also Hansen v. Ford Motor Co., 120 N.M. 203, 206, 900
P.2d 952, 955 (1995)(stating that statements of
unilateral, subjective intent are insufficient to
establish ambiguity in light of clear contract
language). 	Just because Plaintiff thought he had an
option does not make it so. 	Nor does it create an
ambiguity for the jury to resolve.
See also Environmental Control, Inc. v. City of Santa Fe, 131
N.M. 450, 455-56, 38 P.3d 891, 896-97, 2002-NMCA-003, ¶15
(Ct.App. 2001), cert. denied, 131 N.M. 564, 40 P.3d 1008 (2002):
A party's statement of unilateral subjective intent,
without more, is insufficient to establish ambiguity in
light of clear contractual language. 	Hansen v. Ford
Motor Co., 120 N.M. 203, 206, 900 P.2d 952, 955 (1995).
As a matter of law, one party's subjective impressions,
innermost thoughts, or private intentions do not create
ambiguity. 	Hoggard v. City of Carlsbad, 1996-NMCA-003,
¶ 15, 121 N.M. 166, 909 P.2d 726; see Montoya v. Villa
Linda Mall, Ltd., 110 N.M. 128, 129, 793 P.2d 258, 259
(1990) (“It is black letter law that, absent an
ambiguity, a court is bound to interpret and enforce a
contract's clear language and cannot create a new
agreement for the parties.”); see also Richardson v.
Farmers Ins. Co., 112 N.M. 73, 74, 811 P.2d 571, 572
(1991) (“Absent ambiguity, provisions of [a] contract
need only be applied, rather than construed or
interpreted.”).
Furthermore, Debtors’ arguments and allegations of intent
are not offered to explain the circumstances surrounding the
execution of the documents, but to alter the contracts
themselves. 	This they cannot do. 	Central Security and Alarm
Co., Inc. v. Mehler, 121 N.M. 840, 853, 918 P.2d 1340, 1353,
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14 Or, if the advances have exceeded the stated limit, the
advances up to the limit are secured and those in excess are
unsecured. 	Pioneer Savings & Trust v. Rue, 109 N.M. at 229, 784
P.2d at 416.
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1996-NMCA-060, ¶47.
In summary, the Court finds that the Mortgage and the 2009
Personal Guarantees are not ambiguous. 	Therefore, the Court may
not consider parol evidence to alter the terms of the clear
language in the documents. 	“Absent ambiguity, provisions of [a]
contract need only be applied, rather than construed or
interpreted.” 	Richardson v. Farmers Ins. Co., 112 N.M. 73, 74,
811 P.2d 571, 572 (1991).
Section 48-7-9 (NMSA 1978) has few requirements for an
enforceable dragnet clause: 1) a loan on real property; 2) that
has not been released; 3) the mortgage states the upper limit of
advances; and 4) the advances have not exceeded the stated
limit 14 . 	There is no requirement for the subsequent obligation
to refer to the earlier mortgage that contains the dragnet
clause. 	The line of credit mortgage satisfies these requirements
and the 2009 guarantees are therefore secured.
LIMITATIONS
The line of credit mortgage stated a maximum limit of
$498,000. 	Therefore, Bank’s claim for the Debtors’ personal
guarantee of WC’s debts will be limited to $498,000.
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CONCLUSION
The Court will enter an Order denying Debtors’ Motion and
granting Bank’s Cross-Motion to the extent of $498,000.
Honorable James S. Starzynski
United States Bankruptcy Judge
Date entered on docket: October 8, 2011
Copies to:
Christopher M Gatton
Law Office of George Dave Giddens, PC
10400 Academy Rd., #350
Albuquerque, NM 87111
George D Giddens, Jr
10400 Academy Rd NE Ste 350
Albuquerque, NM 87111-1229
John D. Wheeler
PO Box 1810
Alamogordo, NM 88311-0600
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This is a list of abbreviations used in the following table,
which details the documents attached to Bank’s proofs of claim.
Abbreviation 	Meaning
LW 	Levi Williamson
LW-VP 	Levi Williamson, as Vice President of New Mexico
Building Company, Inc.
NMBC 	New Mexico Building Company, Inc.
RW 	Richard Williamson
RW-P 	Richard Williamson, as President of New Mexico
Building Company, Inc
TW 	Tonya Williamson
TW-P 	Tonya Williamson, as President of Williamson
Construction
WC 	Williamson Construction
n 	note and security agreement
cla 	commercial loan agreement
g 	guaranty
loc 	line of credit agreement
locm 	line of credit mortgage
con 	Stated purpose of loan was construction
work 	Stated purpose of loan was working capital
bus 	Stated purpose of loan was business
refi 	Stated purpose of loan was refinancing
X 	Cross collateralized: “This agreement secures
this note and any other debts I have with you,
now or later. 	However, it will not secure other
debts if you fail with respect to such other
debts , to make any required disclosure about
this security agreement, or if you fail to give
any required notice of the right of rescission.”
I 	Integrated: “[All] agreements we reach covering
[loan terms] are contained in this writing,
which is the complete and exclusive statement of
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Abbreviation 	Meaning
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the agreement between us.” 	and/or “The Loan
Documents are the complete and final expression
of the understanding between Borrower and
Lender.”
D 	Dragnet provision: The term “Secured Debt”
includes, but is not limited to, the following:
A. 	The promissory note(s), contract(s),
guaranty(s) or other evidence of debt described
below and all extensions, renewals,
modifications or substitutions (Evidence of
Debt): A promissory note dated [_______]
B. 	All future advances from Lender to Mortgagor
or other future obligations of Mortgagor to
Lender under any promissory note, contract,
guaranty, or other evidence of debt existing now
or executed after this Mortgage whether or not
this Mortgage is specifically referred to in the
evidence of debt.
C. 	All obligations Mortgagor owes to Lender,
which now exist or may later arise, to the
extent not prohibited by law, including, but not
limited to, liabilities for covenants relating
to any deposit account agreement between
Mortgagor and Lender.
D. 	All additional sums advanced and expenses
incurred by Lender for insuring, preserving or
otherwise protecting the Property and its value
and any other sums advanced and expenses
incurred by Lender under the terms of this
Mortgage, plus interest at the highest rate in
effect, from time to time, as provided in the
Evidence of Debt.
E. 	Mortgagor’s performance under the terms of
any instrument evidencing a debt by Mortgagor to
Lender and any Mortgage securing, guarantying,
or otherwise relating to the debt.
mtg 	mortgage
Case 09-15298-s11 Doc 133 Filed 10/12/11 Entered 10/12/11 16:09:16 Page 35 of 40

-36-
This table details documents attached to Bank’s proofs of claim.
Date 	Doc 	Maker 	Purpose 	Amount 	Collat-
eral
X
I
D
Signed
by
Location of
docs in
record
Filed with
County?
Date.
Maturity
date/
Max Amt.
#1563
07/27/06
n 	NMBC 	con 	$500,000 	2412 &
2424
Mesa
Lane
X 	RW-P
LW-VP
Claim 9-1.4,
pp. 2-4
Otero
07/27/06
07/27/07
07/27/06 	cla 	NMBC 	$500,000 	X
I
RW-P
LW-VP
Claim 9-1.4,
pp. 5-6
07/27/06 	g of
NMBC
debt
RW 	mtg
7/27/06
RW 	Claim 9-1.4,
pp. 7-8 	$500,000
07/27/06 	g of
NMBC
debt
LW 	mtg
7/27/06
LW 	Claim 9-1.4,
pp. 9-10 	$500,000
07/27/06 	loc 	NMBC 	$500,000 	RW-P
LW-VP
Claim 9-1.4,
p. 11
$500,000
07/27/06 	locm 	NMBC 	con 	Lot 4 	D
I
RW-P
LW-VP
Claim 9-1.4,
pp. 12-17
Otero
09/26/07 	$394,000
07/27/06 	locm 	NMBC 	con 	Lot 6 	D
I
RW-P
LW-VP
Claim 9-1.4,
pp. 18-23
Otero
07/23/07 	$228,000
07/27/06 	locm 	NMBC 	con 	Lot 34 	D
I
RW-P
LW-VP
Claim 9-1.5,
pp. 1-6
Otero
07/13/07
07/27/06 	locm 	NMBC 	con 	Lot 16A 	D
I
RW-P
LW-VP
Claim 9-1.5,
pp. 7-12
Otero
10/31/06 	$232,500
07/27/06 	locm 	NMBC 	con 	Lot 15A
Lot 17A
D
I
RW-P
LW-VP
Claim 9-1.5,
pp. 13-18
Otero
07/28/06 	$500,000
Debtor’s motion for summary judgment states as fact 4 that loan 1563 was paid in full by NMBC after the petition. Bank admits. Therefore,
the information regarding #1563 is only relevant to the circumstances of the relationship.
Case 09-15298-s11 Doc 133 Filed 10/12/11 Entered 10/12/11 16:09:16 Page 36 of 40

Date 	Doc 	Maker 	Purpose 	Amount 	Collat-
eral
X
I
D
Signed
by
Location of
docs in
record
Filed with
County?
Date.
Maturity
date/
Max Amt.
-37-
#1628
09/22/06
n 	WC 	con 	$936,953 	4 tracts in
Alamogor
do
X 	TW-P 	Claim 9-1.3,
pp. 2-4
Otero
09/27/06
09/22/07
09/22/06 	cla 	WC 	bus 	$936,953 	Mtg 	I 	TW-P 	Claim 9-1.3,
pp. 5-6
09/22/06 	g of
WC
debt
TW 	$936,953 	refers to
Mtg.
9/22/06
TW 	Claim 9-1.3,
pp. 7-8 	$936,953
09/22/06 	g of
WC
debt
RW 	$936,953 	refers to
Mtg.
9/22/06
RW 	Claim 9-1.3,
pp. 9-10 	$936,953
09/22/06 	locm 	WC 	con 	4tracts
Alamo.
owned by
WC
D
I
TW-P 	Claim 9-1.3,
pp. 11-17
Otero
09/27/06 	$1873906
03/05/09 	cla 	WC 	$760,000 	sec agt
3/5/09
I 	TW-P 	Claim 9-5.2,
pp. 2-3
03/05/09 	n 	WC 	refi 	$760,000 	locm-
WC-
9/22/06 &
locm-
WC-
4/29/08 &
prop in
alamogor
do
X 	TW-P 	Claim 9-5.2,
pp. 4-6
3/5/10
Claim 9-5 amends the original Claim and is for account 1628 only. Claim is: personal guarantee. It claims to be secured by real estate.
Principal $755,965.77. “Secured by mortgages on real property owned by Williamson Construction, Inc. and on property pledged by
Debtors individually pursuant to a dragnet or cross-collateralization provision contained in said mortgage. Claim 9-8 amends 9-5 by
calculating interest and late fees through 11/10/2010. Principal $755,965.77, accrued interest $76,669.68, late charges $38,765.65 for a total
of $871,401.10 Interest at 8.50%. Property value $800,000.00.
Case 09-15298-s11 Doc 133 Filed 10/12/11 Entered 10/12/11 16:09:16 Page 37 of 40

Date 	Doc 	Maker 	Purpose 	Amount 	Collat-
eral
X
I
D
Signed
by
Location of
docs in
record
Filed with
County?
Date.
Maturity
date/
Max Amt.
-38-
#2415
06/27/08
n 	RW
TW
work 	$277,500 	32 Ivy
Lane
X 	RW
TW
Claim 9-1.6,
pp. 2-4 &
Claim 9-2, pp.
4-6
06/27/09
06/27/08 	cla 	RW
TW
bus 	$277,500 	I 	RW
TW
Claim 9-1.6,
pp. 5-6 &
claim 9-2, pp.
7-8
06/27/08 	loc 	RW
TW
RW
TW
Claim 9-1.6,
p. 7 &
claim 9-2, p.9
$277,500
Claim 9-2 amends the original Claim and is for account 2415 only. Claim is: Money loaned. It claims to be secured by real estate. Principal
$274,415.99, accrued interest $21,205.19, late fees $3,209.16 for a total of $298,830.34. Claim 9-6 amends 9-2, Principal $274,415.99,
accrued interest $32,979.99, late fees $13,8022.19 plus itemized attorney fees (billing attached) of $55,886.28. Total $377,084.36. Interest at
8.25%. Property value $515,000.00.
Case 09-15298-s11 Doc 133 Filed 10/12/11 Entered 10/12/11 16:09:16 Page 38 of 40

Date 	Doc 	Maker 	Purpose 	Amount 	Collat-
eral
X
I
D
Signed
by
Location of
docs in
record
Filed with
County?
Date.
Maturity
date/
Max Amt.
-39-
#2466
08/21/08
n 	RW
TW
work
bus
$100,000 	UCC -a/r,
accts, inv,
equip,
intang,
farm, gov,
invest,
deposits
X 	RW
TW
Claim 9-1.7,
pp. 2-4.
&
Claim 9-3.2,
pp. 2-4
08/21/09
08/21/08 	cla 	RW
TW
bus 	$100,000 	security
agr.
08/21/08
I 	RW
TW
Claim 9-1.7,
pp. 5-6 &
Claim 9-3.2,
pp. 5-6
08/21/08 	loc 	RW
TW
security
agr.
08/21/08
& mtg.
08/02/07
RW
TW
Claim 9-1.7,
p. 7 & claim
9-3.2 p.7
$100,000
Claim 9-3 amends the original Claim and is for account 2466 only. Claim is: Money loaned. It claims to be secured by motor vehicle and
“other”. Principal $99,040.00, accrued interest $8,941.45 for total of $107,981.45, Claim 9-7 amends 9-3, Principal $99,040.00, accrued
interest $8,931.92, late fees $5,080.92 for a total of $113,052.84. Interest at 7.00%. Property value $110,000.00.
Case 09-15298-s11 Doc 133 Filed 10/12/11 Entered 10/12/11 16:09:16 Page 39 of 40

Date 	Doc 	Maker 	Purpose 	Amount 	Collat-
eral
X
I
D
Signed
by
Location of
docs in
record
Filed with
County?
Date.
Maturity
date/
Max Amt.
-40-
# ????
03/05/09
g of
WC
debt
RW 	unlimited 	“unse-
cured”
RW 	Claim 9-5.2,
pp. 7-8 	unlimited
03/05/09 	g of
WC
debt
TW 	unlimited 	“unse-
cured”
TW 	Claim 9-5.2,
pp. 9-10 	unlimited
These two guarantees do not reference a loan number.
# ????
08/02/07
locm 	RW
TW
8/2/07 -
not in
record
32 Ivy
Lane
D
I
RW
TW
Claim 9-1.6,
pp. 8-14.
(loan # 2415)
Claim 9-5.2,
pp. 12-18
(loan # 1628)
& claim 9-2,
pp. 10-16
(loan # 2415)
Otero
08/02/07 	$498,000.
This line of credit mortgage does not reference a loan number.
Case 09-15298-s11 Doc 133 Filed 10/12/11 Entered 10/12/11 16:09:16 Page 40 of 40