Landstar Inway, Inc. v. Samrow
181 Wash. App. 109
| Wash. Ct. App. | 2014Background
- Landstar contracted with Oasis Pilot Car Service LLC for pilot car and route-survey services; Oasis formed by Samrow and Walker as an LLC and acted as a dispatcher taking a commission while referring work to individual pilot-car operators.
- The contract required Oasis to procure and maintain specified commercial automobile and general liability insurance and to indemnify Landstar; it also prohibited assignment and allowed Oasis discretion to use agents or employees.
- Samrow signed the contract for Oasis using the title "Partner," supplied proof of insurance consisting of his personal insurance listing Landstar as additional insured, and continued to operate separate sole-proprietorship pilot-car businesses.
- For a 2009 load, Oasis/its subcontractor (Phil Kent/CJ Car Pilot Inc.) escorted the load; the load struck an overpass causing damage; Landstar paid claims and sued Oasis, Samrow (and his marital community), and CJ Car Pilot.
- Samrow obtained summary judgment dismissing him on the ground that he was not personally liable as an LLC member; Landstar appealed, arguing corporate veil piercing (corporate disregard), partnership liability, and personal tort liability (fraud).
Issues
| Issue | Plaintiff's Argument (Landstar) | Defendant's Argument (Samrow) | Held |
|---|---|---|---|
| Whether Oasis’s LLC form should be disregarded for fraud to hold Samrow personally liable | Samrow represented Oasis as a provider and supplied his personal insurance as Oasis’s, fraudulently concealing that Oasis only dispatched — veil should be pierced to prevent injustice | Oasis/LLC form was legitimate; Landstar consented to using Samrow’s insurance; no actionable fraud shown | Reversed in part: material factual disputes exist about fraudulent misrepresentations and reliance; summary judgment improper as to this theory; remanded |
| Whether Samrow used Oasis to evade an independent tort duty (independent duty doctrine) | Statutory/regulatory duties on pilot-car operation (WAC provisions) imposed nondelegable duties; using Oasis to avoid those duties is abuse of form | Samrow never provided pilot-car services here and owed no separate tort duty; contract gave Oasis discretion to use agents | Affirmed: no independent duty by Samrow; summary judgment proper on this theory |
| Whether Samrow is personally liable as a partner because he signed as "Partner" | Signature as "Partner" shows a partnership or at least an unnamed partnership with Oasis making him liable for obligations | Signature merely used wrong title; contract and signature block identify Oasis and its tax ID; no reasonable inference of a separate partnership | Affirmed: unreasonable to infer an unnamed partnership; summary judgment proper on partnership theory |
| Whether Landstar pleaded and proved an independent tort (common-law fraud) against Samrow | Landstar alleges fraudulent misrepresentations/omissions that caused its reliance and damages | Samrow contends fraud not pleaded with required particularity; disputed facts | Affirmed re: tort fraud claim: Landstar failed to plead fraud with CR 9(b) particularity for an independent claim, so summary judgment appropriate on that standalone tort claim |
Key Cases Cited
- Kofmehl v. Baseline Lake, 177 Wn.2d 584 (de novo review of summary judgment)
- Chadwick Farms Owners Ass’n v. FHC, LLC, 166 Wn.2d 178 (LLC veil-piercing standard; treat like corporate disregard)
- Meisel v. M&N Modern Hydraulic Press Co., 97 Wn.2d 403 (fraud/misuse of corporate form requirement for piercing)
- Baertschi v. Jordan, 68 Wn.2d 478 (elements of fraudulent misrepresentation)
- Haberman v. Wash. Pub. Power Supply Sys., 109 Wn.2d 107 (CR 9(b) fraud pleading rule)
- Truckweld Equip. Co. v. Olson, 26 Wn. App. 638 (corporate veil and equitable remedy context)
- Alejandre v. Bull, 159 Wn.2d 674 (distinction between tort and contract duties)
- Eastwood v. Horse Harbor Found., Inc., 170 Wn.2d 380 (independent duty doctrine)
- Soderberg Adver., Inc. v. Kent-Moore Corp., 11 Wn. App. 721 (when corporate form may be disregarded to prevent fraud)
- Amfac Foods, Inc. v. Int’l Sys. & Controls Corp., 294 Or. 94 (piercing corporate form for fraud/injustice)