142 Wash. App. 886 | Wash. Ct. App. | 2008
¶1 — While visiting a boat show, Joyce Schweickert issued a $150,000 check to Venwest Yachts,
¶2 In the beginning of February 2004, Schweickert met with a salesman for Venwest, Randy Hacker, at a boat show in Florida. On February 12, Schweickert told Hacker she was interested in purchasing a new 70-foot Marlow Explorer yacht similar to a used yacht Hacker had showed her. Hacker told Schweickert that she should make a deposit in order to secure the base price and the options for the new yacht. Later that day, Schweickert issued a check to Venwest for $150,000 and wrote “70E Deposit” on the check to indicate the check was for the 70-foot Marlow Explorer. Schweickert then asked her employee to deliver the check to Hacker. Schweickert testified that she believed “[t]he $150,000 check was to be applied toward the total purchase price of the yacht, only if and when [Venwest] and I entered into a signed written contract for purchase of the yacht.” Hacker testified that he told Schweickert the deposit was nonrefundable.
¶4 That same day, a bank employee called Schweickert to verify that she had written a $150,000 check to Venwest and wanted to fund it. Schweickert confirmed that she did.
¶5 On February 23, Schweickert’s attorney notified Venwest that Schweickert had decided not to sign the contract to purchase the yacht and demanded Venwest return the $150,000. Venwest refused, taking the position that the deposit was nonrefundable.
¶6 On March 16, Schweickert filed a complaint against Venwest for conversion, fraud, and violation of the Consumer Protection Act (CPA), chapter 19.86 RCW. Schweickert filed a motion for partial summary judgment on her conver
¶7 Thereafter, the trial court granted Schweickert’s motion to amend her complaint to allege breach of fiduciary duty and unjust enrichment based on Venwest’s violation of RCW 88.02.220. Schweickert then filed another motion for partial summary judgment, arguing that as a matter of law, Venwest breached its fiduciary duty by failing to comply with the requirements of RCW 88.02.220. Venwest filed a cross motion for summary judgment, asserting there were no material issues of fact that there was an oral agreement between the parties, and that the $150,000 deposit was nonrefundable.
¶8 The trial court granted Schweickert’s motion for partial summary judgment for breach of fiduciary duty and conversion. The court ruled that regardless of whether the $150,000 was nonrefundable, Venwest was liable as a matter of law for violating RCW 88.02.220. The court imposed a constructive trust and ordered Venwest to return the $150,000 with interest to Schweickert. The trial court later dismissed Schweickert’s CPA claim and denied her request for an award of attorney fees on equitable grounds.
ANALYSIS
Breach of Duty as a Vessel Dealer
¶9 The question in this case is whether the requirements of RCW 88.02.220 apply to a deposit to a vessel dealer for a production slot to build a yacht. Venwest does not dispute it received $150,000 from Schweickert and did not deposit any of the money into a separate trust account. But Venwest asserts the trial court erred in ruling it was liable under
¶10 We review summary judgment de novo and engage in the same inquiry as the trial court. Heath v. Uraga, 106 Wn. App. 506, 512, 24 P.3d 413 (2001). Summary judgment is proper if the pleadings, depositions, answers, and admissions, together with the affidavits, show that the moving party is entitled to judgment as a matter of law. CR 56(c). Summary judgment is appropriate if, in view of all the evidence, reasonable persons could reach only one conclusion. Hansen v. Friend, 118 Wn.2d 476, 485, 824 P.2d 483 (1992). Statutory interpretation is a question of law we review de novo. Dep’t of Ecology v. Campbell & Gwinn, LLC, 146 Wn.2d 1, 9, 43 P.3d 4 (2002).
¶11 RCW 88.02.220 provides:
A vessel dealer who receives cash or a negotiable instrument of deposit in excess of one thousand dollars, or a deposit of any amount that will be held for more than fourteen calendar days, shall place the funds in a separate trust account.
(1) The cash or negotiable instrument must be set aside immediately upon receipt for the trust account, or endorsed to such a trust account immediately upon receipt.
(2) The cash or negotiable instrument must be deposited in the trust account by the close of banking hours on the day following the receipt.
(3) After delivery of the purchaser’s vessel the vessel dealer shall remove the deposited funds from the trust account.
(4) The dealer shall not commingle the purchaser’s funds with any other funds at any time.
(5) The funds shall remain in the trust account until the delivery of the purchased vessel. However, upon written agreement from the purchaser, the vessel dealer may remove and release trust funds before delivery.
¶12 This court’s primary goal in interpreting statutes is “to ascertain and give effect to legislative intent.” State v. Pac. Health Ctr., Inc., 135 Wn. App. 149, 158-59, 143
¶13 The plain language of RCW 88.02.220 does not support Venwest’s argument. Under RCW 88.02.220, a vessel dealer who receives a check for more than $1,000 must deposit the money in a separate trust account. There is no dispute that Venwest is a vessel dealer. RCW 88.02.010(3) defines a “dealer” as “a person, partnership, association, or corporation engaged in the business of selling vessels at wholesale or retail in this state.” Venwest is a corporation engaged in selling yachts. Venwest’s Yacht Purchase Contract specifically refers to Venwest as a dealer and states that it is “the exclusive West Coast dealer for Marlow Explorer Yachts, Ltd.”
¶14 RCW 88.02.220 expressly states that a vessel dealer who receives a deposit in excess of $1,000 “shall place the funds in a separate trust account.” The word “shall” imposes a mandatory duty unless a contrary legislative intent is apparent. Erection Co. v. Dep’t of Labor & Indus., 121 Wn.2d 513, 518, 852 P.2d 288 (1993). Because no contrary
¶15 Venwest argues that the scope of RCW 88.02.220 is ambiguous because Venwest, like other vessel dealers, also sells moorage and the language of the statute would apply to all sales, including moorage. We do not agree. According to RCW 88.02.220(5), the statute applies only to funds related to construction and purchase of vessels, not to other sales, such as moorage. RCW 88.02.220(5) expressly states that the “funds shall remain in the trust account until the delivery of the purchased vessel.”
¶16 The legislative history of RCW 88.02.220 supports the conclusion that the legislature intended the provision to apply to a deposit a vessel dealer receives to build a vessel without regard to whether the money is for a production slot or an already built yacht. The previous version of the statute included a specific provision “for purposes of manufacturing a vessel that does not exist.” Former RCW 88-.02.220(5) (1987) provided:
The funds shall remain in the trust account until the delivery of the purchased vessel. However, for the purpose of manufacturing a vessel that does not already exist, and upon written agreement from the purchaser, the vessel dealer may remove and release trust funds before delivery.
(Emphasis added.) In 1991, the legislature deleted the language “for the purpose of manufacturing a vessel that does not already exist.” Laws of 1991, ch. 339, § 33. As amended, RCW 88.02.220(5) provides:
The funds shall remain in the trust account until the delivery of the purchased vessel. However, upon written agreement*896 from the purchaser, the vessel dealer may remove and release trust funds before delivery.
¶17 Before the amendment, a vessel dealer could remove and release funds deposited in a separate trust account only if the money was for manufacturing a vessel. The amended version of RCW 88.02.220(5) is not so limited. It allows a vessel dealer with written permission from the purchaser to remove funds deposited in a separate trust account before delivery.
¶18 Venwest also relies on RCW 88.02.120 to argue that the sole purpose of the statute is “to create a system of certificates for - obviously - existing vessels,” and not to create a duty under RCW 88.02.220 to deposit funds in excess of $1,000 in a separate trust account.
It is the intention of the legislature to establish a system of certificates of title for vessels and watercraft similar to that in existence for motor vehicles. It is the goal of this legislation that the title certificate become prima facie evidence of ownership of the vessel it describes so that persons may rely upon that certificate; and that security interest in vessels be perfected solely by notation of a secured party upon the title certificate.
We must interpret statutes to give effect to every section, with no portion rendered meaningless or superfluous. City of Seattle v. State, 136 Wn.2d 693, 698, 965 P.2d 619 (1998). While the legislature in RCW 88.02.120 establishes a system of certificates of title for vessels and watercraft, RCW 88.02.220 protects vessel purchasers by requiring vessel dealers to place money it receives in excess of $1,000 in a separate trust account. In order to give effect to every section and not render RCW 88.02.220 superfluous, we interpret chapter 88.02 RCW as having the purpose of both creating a system of certificates and protecting buyers by requiring vessel dealers to place deposits in separate trust accounts.
¶20 In the alternative, Venwest contends that even if the requirements of RCW 88.02.220 apply, Schweickert does not have a private cause of action under the statute. Where there is no statutory cause of action, we will imply one if “(1) the plaintiff is within the class for whose benefit the statute was enacted; (2) legislative intent, explicitly or implicitly, supports such a remedy; and (3) implying a remedy is consistent with the underlying legislative purpose.” Crisman v. Pierce County Fire Prot. Dist. No. 21, 115 Wn. App. 16, 22, 60 P.3d 652 (2002). In paying $150,000 to Venwest, Schweickert is within the class of individuals the legislature intended to benefit by enacting RCW 88.02.220. The intent of RCW 88.02.220 is to protect purchasers of vessels by requiring vessel dealers to deposit the money in a separate trust account. And allowing Schweickert to sue Venwest for breach of the duty to deposit the money in a separate trust account is consistent with the purpose of RCW 88.02.220.
¶21 The cases Venwest relies on to argue that Schweickert does not have a private cause of action are distinguishable. In Claire-Ann Co. v. Christenson & Christenson, Inc., 223 Mich. App. 25, 566 N.W.2d 4 (1997), the purchaser sued the broker individually. The question in Claire-Ann was whether the broker timely deposited the check. There was no dispute about whether the broker had a duty to deposit the purchaser’s check. The escrow statute in Claire-Ann expressly provided for a limited private right of action that did not include the late deposit of the check. 223 Mich. App. at 31. Consequently, the Michigan Court of Appeals held that even if a broker violated the escrow statute by making an untimely deposit of a check, there was no private right of
¶22 In sum, RCW 88.02.220 required Venwest to deposit Schweickert’s check for $150,000 in a separate trust account. Because Venwest failed to do so, the trial court did not err in ruling as a matter of law that Venwest violated RCW 88.02.220, imposing a constructive trust, and ordering Venwest to refund Schweickert’s money with interest.
¶23 The remainder of this opinion has no precedential value. Therefore, it will be filed for public record in accordance with the rules governing unpublished opinions.
Schweickert told the agent, ‘Yes. I’m buying a boat;
(Emphasis added.)
Appellant’s Answer and Reply Br. at 14.
Venwest also cites Weden for the argument that the legislature enacted the statute only to “raise tax revenues and to create a title system for boats.” 135 Wn.2d at 694. But the court made this statement while pointing out what the legislature did not intend: “to grant PWC [(personal watercraft)] owners the right to operate their PWC anywhere in the state.” Weden, 135 Wn.2d at 694.
A “constructive trust” is an equitable remedy that compels restoration where a party gains something for himself which, “ ‘in equity and good conscience, he should not be permitted to hold.’ ” Consulting Overseas Mgmt., Ltd. v. Shtikel, 105 Wn. App. 80, 86-87, 18 P.3d 1144 (2001) (internal quotation marks omitted) (quoting Scymanshi v. Dufault, 80 Wn.2d 77, 88, 491 P.2d 1050 (1971)). In deciding to impose a constructive trust, the question is whether the enrichment was unjust, not whether the holder of the property acted with bad motive or malicious intent. Brooke v. Robinson, 125 Wn. App. 253, 257, 104 P.3d 674 (2004).