Mel T. Romero, V Secret Gardens Of Washington, Llc, Etal
53969-1
| Wash. Ct. App. | Jun 29, 2021Background
- Romero was recruited as Director of R&D for Secret Gardens and negotiated a $150,000 annual salary; Delaney (owner) initially proposed a January 1, 2015 salary start tied to first expected harvest.
- Delaney supplied a draft contract; Romero’s attorney substantially revised Paragraph 7 to offer two alternative salary-start options (date signed or January 1, 2015 with an unspecified retroactive date), leaving blanks and neither option selected.
- Romero began performing sporadic work on October 1, 2014; payments from Secret Gardens from Oct–Nov 2014 were intermittent (checks/cash), Romero signed in as a visitor, and he did not receive an employee badge until January 2015.
- On November 14, 2014 Secret Gardens held a meeting announcing cancellation of employment contracts due to financial trouble and offered continued work at minimum wage; Romero stayed and continued working until quitting June 2, 2015.
- Romero sued for breach of contract and wage violations; the trial court found Paragraph 7 ambiguous, no meeting of the minds on the salary start date, concluded the salary obligation did not begin before Jan 1, 2015, and granted dismissal; the Court of Appeals affirmed.
Issues
| Issue | Plaintiff's Argument (Romero) | Defendant's Argument (Secret Gardens) | Held |
|---|---|---|---|
| Whether the $150,000 annual salary obligation began Oct 1, 2014 or Jan 1, 2015 (contract interpretation/ambiguity) | Contract commencement (Oct 1) and Romero’s performance show salary began Oct 1, 2014 | Paragraph 7 is ambiguous and extrinsic evidence and parties’ performance support Jan 1, 2015 start | Paragraph 7 is ambiguous; extrinsic evidence and parties’ conduct support that salary did not commence before Jan 1, 2015, so Romero’s contract claim fails |
| Whether ambiguity should be construed against drafter (contra proferentem) | Contract was negotiated; ambiguity should not be placed solely on Romero | Romero’s attorney redrafted Paragraph 7, so ambiguity is construed against Romero | Court held Romero’s attorney drafted Paragraph 7 and construed the ambiguity against Romero |
| Whether there was a meeting of the minds on the salary start date (essential term) | Parties intended salary to apply retroactively to Oct 1, 2014 | No mutual agreement selecting one of Paragraph 7’s alternatives; no meeting of minds on essential term | No meeting of the minds; absence of agreement on essential term defeats breach claim |
| Whether Secret Gardens committed wage violations (RCW 49.48.010 / 49.52.070) for unpaid wages (~$3,000) | Defendants admitted they prepared to pay $3,000; Romero seeks unpaid wages and double damages for willful withholding | Payments totaled $5,050; Romero produced no evidence of unpaid hours or willful withholding | Court: no evidence Romero worked uncompensated hours beyond amounts paid and no willful withholding; wage claims dismissed |
Key Cases Cited
- Hearst Commc’ns, Inc. v. Seattle Times Co., 154 Wn.2d 493 (Wash. 2005) (context rule; use extrinsic evidence to interpret ambiguous contract language)
- Sea-Van Invs. Assocs. v. Hamilton, 125 Wn.2d 120 (Wash. 1994) (requirement of meeting of the minds for enforceable contract)
- Grant County Constructors v. E. V. Lane Corp., 77 Wn.2d 110 (Wash. 1969) (interpret contract as a whole; avoid inserting ambiguity where reasonably possible)
- McKasson v. Johnson, 178 Wn. App. 422 (Wash. Ct. App. 2013) (ambiguities generally construed against drafter)
- Denaxas v. Sandstone Court of Bellevue, LLC, 148 Wn.2d 654 (Wash. 2003) (standards for reformation of written instruments)
- McKelvie v. Hackney, 58 Wn.2d 23 (Wash. 1961) (court may not invent an agreement the parties did not make)
- Nye v. Univ. of Wash., 163 Wn. App. 875 (Wash. Ct. App. 2011) (extrinsic evidence includes subsequent acts and conduct of the parties)
- Conway Constr. Co. v. City of Puyallup, 13 Wn. App. 2d 112 (Wash. Ct. App. 2020) (appellate deference to trial court findings on credibility and conflicting evidence)