292 P.3d 833
Wash. Ct. App.2013Background
- Port pursued purchase of Key's Frederickson property for the East Blair Project; LOI March 24, 2008 set purchase terms and contingencies.
- Key and Trinity (affiliates with shared ownership) engaged with Port; Trinity remained as Key's lessee on the property.
- Port represented that condemnation of the nearby Superlon property was certain and that Key’s site was critical for Superlon relocation.
- Port later developed alternative project concepts avoiding Superlon and did not disclose this shift to Key during negotiations.
- LOI required 30 days to reach a purchase agreement and 90 days for due diligence; March 19–April 24, 2008 negotiations culminated without a signed agreement.
- Port ultimately terminated the LOI and failed to close; information regarding Superlon’s need and relocation remained obscured, with Trinity remaining on site.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Independent duty doctrine bars Key's tort claims? | Key contends the independent duty doctrine allows tort claims despite contract-related context. | Port contends the independent duty doctrine bars tort claims as to Key due to contract at issue. | No, not barred; remand for independent-duty analysis. |
| Is Trinity a third-party beneficiary barring tort claims? | Trinity argues it is not a third-party beneficiary of Key-Port LOI. | Port argues Trinity is a third-party beneficiary, limiting tort remedies to contract. | Not a third-party beneficiary; Trinity's tort claims reinstated. |
| Remand to determine independent tort duties on remand? | Key seeks evaluation of independent tort duties arising apart from LOI. | Port contends duties, if any, arise from contract terms; no independent duties identified yet. | Remand to assess whether Port owed independent tort duties and if genuine issues of material fact exist. |
Key Cases Cited
- Jackowski v. Borchelt, 174 Wn.2d 720 (Wash. 2012) (influen ce of independent duty doctrine in real estate disclosures; fraud and negligent misrepresentation)
- Eastwood v. Horse Harbor Foundation, Inc., 170 Wn.2d 380 (Wash. 2010) (independent duty doctrine allows tort remedies independent of contract when appropriate)
- Affiliated FM Insurance Co. v. LTK Consulting Services, Inc., 170 Wn.2d 442 (Wash. 2010) (expands independent duty analysis; cautions on contract-based risk allocation)
- Elcon Construction, Inc. v. East Washington University, 174 Wn.2d 157 (Wash. 2012) (recognizes independent duty doctrine; discusses its limits and application)
- Alejandre v. Bull, 159 Wn.2d 674 (Wash. 2007) (economic loss rule framework; limits on contract remedies for economic losses)