Lsf Structures Ltd & Lightweight Steel Framing 2007 Ltd, Apps v. Brix Condos, Resps, 73427-0

Background

Brix Condominium LLC (developer) and W.G. Clark CM Inc. (original GC, later assigned to Brix) had a subcontract with LSF Structures Ltd./Lightweight Steel Framing 2007 Ltd. that required nonbinding mediation followed by binding arbitration for disputes.
Section U3 required the subcontractor to submit a "full claim in writing" with "detailed cost documentation" and "all points of argument" to the GC president, and to wait 30 days before filing any mediation, arbitration, or litigation.
WGC assigned its interest to Brix (July 2008); LSF was terminated the same month and a dispute over unpaid invoices followed. Brix demanded arbitration in February 2009 and the parties selected a mediator/arbitrator but did not set dates.
LSF filed a court complaint in August 2009 (later dismissed without prejudice), and again filed a complaint based on the same facts in July 2014, seeking breach of contract, quantum meruit, and recovery of a contractor registration bond and requesting a stay pending arbitration.
Brix moved for summary judgment arguing LSF never satisfied the Section U3 condition precedent before suing; LSF relied on a conclusory declaration and a one-page summary of amounts claimed. The trial court granted summary judgment and dismissed with prejudice; this appeal followed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether LSF's lawsuit should be treated as a complaint to compel arbitration	LSF said it filed the suit to compel arbitration and that an arbitrator should decide whether the condition precedent was met	Brix said the complaint sought damages and was not a petition to compel arbitration, so the court could decide compliance with the condition precedent	Held: The complaint was not a petition to compel arbitration; the trial court properly addressed whether LSF complied with Section U3
Whether LSF satisfied the subcontract's express condition precedent (Section U3) before suing	LSF asserted substantial compliance via Malcolm's declaration and dealings/communications with Brix and Andersen	Brix showed absence of documentary proof of a "full claim in writing," detailed cost documentation, or all points of argument as required	Held: LSF failed to raise a genuine issue of material fact; its evidence was conclusory and insufficient under CR 56(e)
Whether substantial compliance (vs. strict compliance) applies to the condition precedent here	LSF relied on Staples to argue substantial compliance suffices	Brix argued Staples was limited to insurer/insured quasi‑fiduciary contexts and does not apply	Held: Staples is inapplicable; no fiduciary duty here, so LSF could not rely on that relaxed standard
Whether Brix waived the condition precedent by demanding arbitration or whether dismissal with prejudice was improper without showing prejudice	LSF argued waiver because Brix demanded arbitration and that dismissal should require prejudice	Brix argued Section U3 applies to any claim type (mediation, arbitration, litigation), so its demand did not waive the condition; prejudice standard arose only in special insurer/insured cases	Held: No waiver; dismissal with prejudice was proper given LSF filed on the statute of limitations deadline and failed to satisfy the condition precedent

Key Cases Cited

Eicon Construction, Inc. v. Eastern Washington University, 174 Wn.2d 157 (summary judgment standard and CR 56 principles)
Walter Implement, Inc. v. Focht, 107 Wn.2d 553 (party seeking contract enforcement bears burden to prove performance of condition precedent)
Ross v. Harding, 64 Wn.2d 231 (failure to satisfy material condition precedent relieves defendant of liability)
Staples v. Allstate Ins. Co., 176 Wn.2d 404 (application of substantial compliance in insurer/insured context)
Young v. Key Pharmaceuticals, Inc., 112 Wn.2d 216 (plaintiff must make factual showing of essential elements; conclusory statements insufficient)