Howard Seelig & Beatrice Seelig v. 308 Fourth Avenue South Joint Venture
75777-6
| Wash. Ct. App. | Dec 18, 2017Background
- Howard and Beatrice Seelig (Howard principally) were parties to a 1970 joint venture that owned and operated the Downtowner Apartments in Seattle; Howard served as manager.
- The building was subject to federal low‑income housing regulation; Howard received some management compensation over the years.
- Howard transferred his ownership interest in 2004 but continued managing the property until September 2011; the Joint Venture sold the property in 2012.
- Howard sued for breach of contract seeking (1) a 6% bonus tied to a sale above $11.5 million and (2) additional unpaid compensation for management services. The complaint pleaded only unpaid management compensation.
- The trial court granted summary judgment for respondents (the Joint Venture) and dismissed Howard’s complaint with prejudice; Howard appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Entitlement to sale bonus (commission) | Howard: oral agreement with a partner promised a bonus if Downtowner sold above $11.5M; he facilitated a $16M deal | Joint Venture: claim barred by statute of frauds and Brokers Act (licensing/statute) — no writing authorizing brokerage/commission | Court: Affirmed summary judgment — statute of frauds requires written authorization; no signed writing exists, claim fails |
| Additional compensation for management services | Howard: sought unpaid management compensation for services rendered (declared facts) | Joint Venture: moved for summary judgment arguing no triable facts / legal defenses (including misquoted statute issue below) | Court: Vacated summary judgment as to this claim and remanded for renewed motion on a proper record; no merits decision |
| Bad‑faith termination | Howard: removal as manager was to avoid paying money owed, including the bonus | Joint Venture: removal authorized by agreement (majority may remove manager); no evidence of bad faith | Court: Affirmed summary judgment on bad‑faith termination — Howard’s speculative belief insufficient to create triable issue |
| Request for appellate attorney fees as frivolous | Howard: appeal raises debatable issues (especially as to management claim) | Joint Venture: appeal frivolous because arguments contradict statutes/case law | Held: Denied sanctions — appeal not frivolous given at least one unresolved (remanded) claim |
Key Cases Cited
- Elcon Constr., Inc. v. E. Washington Univ., 174 Wn.2d 157 (summary judgment principles and de novo review)
- Young v. Key Pharmaceuticals, Inc., 112 Wn.2d 216 (summary judgment burden when plaintiff is nonmoving party)
- Seven Gables Corp. v. MGM/UA Entm't Co., 106 Wn.2d 1 (effects of uncontroverted facts at summary judgment)
- Central Washington Bank v. Mendelson‑Zeller, Inc., 113 Wn.2d 346 (uncontroverted facts deemed established)
- Sherwood B. Korssioen, Inc. v. Heiman, 52 Wn. App. 843 (distinguishable: oral commission agreement for leasing, not sale of real property)
- Protect the Peninsula's Future v. City of Port Angeles, 175 Wn. App. 201 (standards for frivolous appeal and sanctions)