Business Services Of America Ii, Inc. v. Wafertech, Llc
47316-0
| Wash. Ct. App. | Oct 18, 2016Background
- BSofA (styled Business Services of America II, Inc.) sued WaferTech in a lien-foreclosure action as assignee of a subcontractor; WaferTech obtained summary judgment in August 2013.
- BSofA unsuccessfully moved under CR 60(a) to correct its corporate name; on initial appeal this court remanded for the trial court to determine whether BSofA had legal existence and capacity to pursue the appeal.
- On remand the trial court held a show-cause hearing; BSofA conceded it had no evidence of corporate existence.
- The trial court found BSofA was never registered as any form of legal entity in any U.S. or foreign jurisdiction and concluded BSofA has no cognizable legal existence and lacks capacity to sue or be sued.
- The trial court also imposed $300 in sanctions on BSofA for serving an incorrect motion; BSofA appealed both the remand order and the sanctions.
- The Court of Appeals affirmed the remand findings and sanctions, and denied attorney-fee awards to either party on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether BSofA is a legally cognizable entity with capacity to sue | BSofA contended identity/nominal misnaming issues and sought correction of the caption; argued it should be able to pursue the appeal | WaferTech maintained the identity/existence issue was dispositive and that BSofA had no evidence of existence | Trial court findings supported: BSofA is a non-existent entity with no legal existence and lacks capacity to sue or be sued; affirmed |
| Whether sanctions ($300) were improper | BSofA argued award was without basis (offered no record citation or verbatim report) | WaferTech argued sanctions were proper because BSofA served an incorrect motion and the trial court ordered payment | Court affirmed sanctions; BSofA waived appellate challenge by failing to provide record citations and transcript |
| Whether either party is entitled to attorney fees on appeal | BSofA sought fees under applicable rules/statute | WaferTech sought fees under RCW lien statute and RAP 18.1(a) | Court exercised discretion under RAP 18.1(a) and declined to award attorney fees to either party because BSofA lacked cognizable existence |
Key Cases Cited
- Scott's Excavating Vancouver, LLC v. Winlock Properties, LLC, 176 Wn. App. 335 (discusses standard for substantial evidence review of findings)
- Korst v. McMahon, 136 Wn. App. 202 (addresses substantial evidence definition and appellate deference)
- Cowiche Canyon Conservancy v. Bosley, 118 Wn.2d 801 (party must adequately brief issues; issues not properly argued may be declined)
- Jensen v. Lake Jane Estates, 165 Wn. App. 100 (unchallenged findings are verities on appeal)
- Bostwick v. Ballard Marine, Inc., 127 Wn. App. 762 (court not required to search the record to support a party's argument)
- Bank of Am., N.A. v. Owens, 177 Wn. App. 181 (mandate of appellate court is binding on the lower court)