295 P.3d 231
Wash.2013Background
- This case concerns attorney fees under RCW 25.15.480(2) for dissenters’ rights under the Washington LLC Act (chapter 25.15 RCW).
- This court previously reversed the trial court’s fees against Humphrey and remanded to determine if Humphrey was entitled to fees.
- On remand the trial court awarded Humphrey some fees but reinstated a reversed portion against Humphrey.
- Humphrey appealed, contending the remand failed to follow this court’s order.
- The court held the trial court erred by imposing fees against Humphrey and that the law of the case precluded revisiting previously resolved issues.
- The court also addressed prejudgment interest, individual member liability, and appellate fees arising from this appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether law of the case barred remand fees against Humphrey. | Humphrey argues the remand violated law of the case by revisiting resolved issues. | Clay Street contends the remand allowed reconsideration of factual findings. | Yes; law of the case precluded reconsideration of fees against Humphrey. |
| Whether Humphrey is entitled to prejudgment interest on reversed fee awards. | Humphrey paid the reversed fee awards and seeks prejudgment interest. | Clay Street argues prejudgment interest is inappropriate when appellate reversal occurs. | Yes; Humphrey is entitled to prejudgment interest on the reversed fees. |
| Whether the individual Clay Street members are personally liable for the LLC’s debts. | Humphrey seeks personal liability of members under LLC act and related theories. | Clay Street contends members have no personal liability absent specific grounds. | No; the individual members are not liable based on the record and law. |
| Whether Humphrey is entitled to attorney fees for this appeal. | Humphrey claims appellate fees as prevailing party. | Clay Street opposes fees beyond the merits already awarded. | Humphrey is entitled to attorney fees for this appeal. |
Key Cases Cited
- Hansen v. Rothaus, 107 Wn.2d 468 (Wash. 1986) (prejudgment interest when damages are liquidated or determinable)
- Fulle v. Boulevard Excavating, Inc., 25 Wn. App. 520 (Wash. App. 1980) (prejudgment interest when a new judgment is entered on reversal)
- Weyerhaeuser Co. v. Commercial Union Ins. Co., 142 Wn.2d 654 (Wash. 2000) (interest issues in insurance/attorneys’ fees contexts)
- King County v. Wash. State Boundary Review Bd., 122 Wn.2d 648 (Wash. 1993) (status of issues raised in lower court and appellate review principles)