Graham v. Findahl

93 P.3d 977, 122 Wash. App. 461
CourtCourt of Appeals of Washington
DecidedJuly 12, 2004
DocketNo. 52554-9-I
StatusPublished
Cited by1 cases

This text of 93 P.3d 977 (Graham v. Findahl) is published on Counsel Stack Legal Research, covering Court of Appeals of Washington primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Graham v. Findahl, 93 P.3d 977, 122 Wash. App. 461 (Wash. Ct. App. 2004).

Opinion

Grosse, J.

Washington’s redemption statutes contain a relatively unique upset process whereby, during the redemption period, a third party can force a purchaser at a sheriff’s sale to sell at a price not less than 120 percent greater than the redemption amount. The gist of this procedure is that, if a real estate broker lists the property on an open listing, a third party can make a “qualifying offer” through a real estate broker. A qualifying offer requires acceptance unless the buyer receives other qualifying offers, presumably greater in amount. We hold that a qualifying offer may not require the seller to accept terms and conditions imposing a greater burden than those he received.

Here, appellant Jeff Graham presented his offer in the form of a standard purchase and sale agreement that included terms requiring respondent Fred Findahl to convey the property by statutory warranty deed. Yet Findahl had received only a sheriff’s deed to the property. Because Graham’s offer contained additional terms that would have increased the burden that the redemption statute would otherwise have placed on Findahl, it was not a “qualifying” offer under RCW 6.23.120. The trial court therefore did not err by dismissing Graham’s claim on summary judgment for want of a qualifying offer, and we affirm.

FACTS

This matter concerns a condominium unit that respondent Fred Findahl purchased at a King County Sheriff’s execution sale. The sheriff issued Findahl a certificate of sale, subject to a one-year redemption period. The judgment debtor did not redeem and Findahl received a sheriff’s deed for the unit.

During the redemption period, however, the unit was listed by a licensed real estate broker in King County, as [464]*464permitted by RCW 6.23.120.1 234Appellant Jeff Graham “prepared ... a Residential Real Estate Purchase and Sale agreement, with specific terms, on a standard NW Multiple Listing Service Form 21.” In the agreement, Graham offered to purchase the unit from Findahl for the price of “19,500 or 125% of redemption due per RCW 6.23.120 and real estate commission paid by the buyer.”

Ten minutes before the redemption period expired, Graham presented the offer to Findahl at his home. After Graham presented his offer, Findahl received no other offers during the redemption period to purchase the unit. However, Findahl did not recognize Graham’s offer as a “qualifying” offer under RCW 6.23.120, and therefore he did not deliver to Graham the statutory notice of pending acceptance.

Graham sued for an order requiring Findahl “to specifically perform under the terms of the qualifying offer.” [465]*465Findahl moved for summary judgment on the ground that Graham’s was not a qualifying offer. He argued that the price contained in the offer was ambiguous, and that the offer contained terms that he was not required by RCW 6.23.120 to accept.

Graham argued in opposition that the offer was not defective because of price; either the specific amount ($19,500) or the percentage-based amount (125 percent of the redemption price, plus commission) he included in the offer would have sufficed under RCW 6.23.120. Only in his motion for reconsideration did Graham address Findahl’s argument that the offer would have required him to accept terms not contemplated by the statute.

The trial court granted Findahl’s motion for summary judgment after concluding (1) that Graham’s offer did not state a clear and unambiguous price and (2) that the offer was not a qualifying offer because it required Findahl to make numerous warranties and covenants not required by RCW 6.23.120. The trial court also denied Graham’s motion for reconsideration.

DECISION

Although Graham identifies 16 purported issues, only the first issue — whether he made a qualifying offer— need be addressed to achieve a proper result on appeal.2 The usual standards of review apply to this appeal from summary judgment and denial of reconsideration.3

[466]*466An offer is qualifying if the offer is made:
• during the redemption period
• through a licensed real estate broker listing the property
• and is at least equal to the sum of: (a) One hundred twenty percent greater than the redemption amount determined under RCW 6.23.020 and (b) the normal commission of the real estate broker or agent handling the offer.4

Findahl does not deny that Graham made the offer during the redemption period or through the licensed real estate broker who listed the property. Rather, he argues that the offer was not qualifying because it contained terms that the statute did not require him to accept. We agree.

Graham submitted his offer on a Northwest Multiple Listing Service form 21, which is a standardized residential real estate purchase and sale agreement. Because it was a standard form, it contained a number of general terms, including one that required Findahl to convey the unit by “Statutory Warranty Deed” and one that required Findahl to pay for a “standard form owner’s policy of title insurance.”

Findahl argues that because RCW 6.23.120 does not provide for additional terms in an offer above and beyond the price, Graham’s offer did not comply with the statute. Findahl observes that he received only a Sheriff’s deed to the unit, which was drafted in the form of a “bargain and sale” deed.5 Thus, he argues that forcing him to accept the term requiring him to convey the unit by statutory warranty deed places an additional burden on him not contem[467]*467plated by the redemption statute.6 He argues the same point with respect to the term that requires him to pay for title insurance, which may prove costly.

The statute is silent about what terms other than price, if any, may be included in a qualifying offer. Moreover, there are no Washington cases that interpret this particular portion of the redemption statute, and there are no published statements of legislative intent. However, language in Millay v. Cam,,7 a Supreme Court case that involved a different issue under chapter 6.23 RCW, but which discussed generally the issue of “compensating for legislative omissions,” may offer guidance here.8

In Millay,

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Bluebook (online)
93 P.3d 977, 122 Wash. App. 461, Counsel Stack Legal Research, https://law.counselstack.com/opinion/graham-v-findahl-washctapp-2004.