IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
JAMES M. BENTLEY, No. 86220-1-I Appellant, DIVISION ONE v. UNPUBLISHED OPINION SEATTLE WEALTH MANAGEMENT, LLC, a Washington limited liability company; DAN D. UHM and “JANE DOE” UHM; and ERIC A. JOHNSON and “JANE DOE” JOHNSON,
Respondents.
BIRK, J. — James Bentley appeals the superior court’s order confirming an
arbitration award, arguing the superior court misinterpreted the law by permitting
confirmation of an award and entry of a final judgment before the statutory 90 day
period to file a motion to vacate the award had expired. Finding no error, we affirm.
Bentley, along with Eric Johnson and Dan Uhm, formed Seattle Wealth
Management LLC in 2013. Following a dispute, Bentley sued Ohm, Johnson, and
Seattle Wealth Management (hereafter referred to as the Respondents) for breach
of the company’s operating agreement, breach of fiduciary duty, and conversion,
among other things. The Respondents asserted various counterclaims in
response. In accordance with the operating agreement, the parties agreed to
submit their dispute to arbitration. On August 26, 2020, the arbitrator issued a
decision and interim award regarding the parties’ cross motions for partial No. 86220-1-I/2
summary judgment regarding Bentley’s termination date from Seattle Wealth
Management. In 2022, the parties filed another set of cross motions for summary
judgment. In his March 9, 2022 decision, the arbitrator dismissed Bentley’s claims
and the Respondents’ counterclaims with prejudice. Bentley sought to confirm the
arbitrator’s August 26, 2020 decision and vacate the March 9, 2022 decision. The
superior court confirmed the August 26, 2020 decision, vacated the arbitrator’s
March 9, 2022 decision, and remanded the matter to the arbitrator for rehearing.
On remand to the arbitrator, the Respondents filed a motion for summary
judgment on June 14, 2023. The arbitrator held a hearing on July 17, 2023. In his
October 26, 2023 order, the arbitrator dismissed the remainder of Bentley’s claims,
dismissed the Respondents’ counterclaims, and concluded there was no basis to
award attorney fees or arbitration costs to any party.
On December 8, 2023, the Respondents’ counsel e-mailed the superior
court judge’s chambers to schedule a motion to confirm the October 26, 2023
award. Bentley’s counsel replied, and asked to postpone the hearing date of any
motion to confirm saying, “My client is considering filing a motion to vacate. The
deadline for doing so according [to] my understanding is January 24, 2024. Any
motion to confirm should be postponed until the expiration of that time period.” On
the same day as their e-mail, the Respondents filed a motion to confirm the
October 26, 2023 arbitration award. The motion was noted for hearing on
December 22, 2023. On December 18, 2023, Bentley filed an objection and
response to the Respondents’ motion to confirm the award, and argued the intent
of the motion to confirm was “to deny [Bentley] his statutory right to seek to vacate
2 No. 86220-1-I/3
the Arbitrator’s decision” from October 26, 2023. In his response, Bentley devoted
two pages to listing four arguments he anticipated making in a future motion to
vacate. On December 22, 2023, the superior court confirmed the October 26, 2023
decision and awarded the Respondents statutory attorney fees. Bentley did not
seek reconsideration of the order and judgment, or file a motion to vacate. He
instead appeals.
Bentley argues the superior court misinterpreted RCW 7.04A.220, and
contends that the resolution of a motion to vacate is a prerequisite to confirming
an arbitration award. We disagree.
In Washington, arbitration is controlled by the uniform arbitration act (UAA)
ch. 7.04A RCW. Price v. Farmers Ins. Co. of Wash., 133 Wn.2d 490, 495, 946
P.2d 388 (1997). Relevant here, when a party is notified of an arbitration award,
the party may file a motion to confirm the award and a court “shall issue such an
order” unless the award is vacated under RCW 7.04A.230. RCW 7.04A.220. A
motion to vacate an arbitration award must be filed within 90 days after the movant
receives notice of the award. RCW 7.04A.230(2). The 90 day period is considered
a statute of limitations.1 Dougherty v. Nationwide Ins. Co., 58 Wn. App. 843, 848,
795 P.2d 166 (1990). Its purpose “is to expedite finality of the arbitration process
. . . consistent with the overall objective of speedy resolution of disputes.” Id. at
1 Dougherty discusses former RCW 7.04.180 (1943). Dougherty v. Nationwide Ins. Co., 58 Wn. App. 843, 848, 795 P.2d 166 (1990). Effective July 1, 2006, former RCW 7.04.180 was repealed and replaced with RCW 7.04A.230(2). LAWS OF 2005, ch. 433, § 23, 51. Both statutes state that a motion to vacate an arbitration award must be filed within 90 days after receiving notice of the arbitration award.
3 No. 86220-1-I/4
849. The meaning of the UAA is a question of statutory interpretation that we
review de novo. AURC III, LLC v. Point Ruston Phase II, LLC, 3 Wn.3d 80, 86-87,
546 P.3d 385 (2024). The primary objective of statutory interpretation is to
“ascertain and carry out the Legislature’s intent.” Dep’t of Ecology v. Campbell &
Gwinn, LLC, 146 Wn.2d 1, 9-10, 43 P.3d 4 (2002). If the meaning of the statute is
plain on its face, we give effect to that plain meaning as an expression of legislative
intent. Id. We discern plain language from the ordinary meaning of the language
in the context of related statutory provisions, the entire statute, and related
statutes. Id. at 9-12.
When a statute contains the word “shall,” it “is presumptively imperative and
creates a mandatory duty unless a contrary legislative intent is shown.” Goldmark
v. McKenna, 172 Wn.2d 568, 575, 259 P.3d 1095 (2011). Here, the Respondents
moved for a confirmation order, none of the listed exceptions (modification,
correction, vacation) applied, and nothing in chapter 7.04A RCW indicated that the
legislature intended anything but a mandatory duty. AURC III, 3 Wn.3d at 91. The
superior court was required to issue a confirmation order unless the award was
modified, clarified, or vacated. Id. Bentley acknowledges he did not move to
vacate the award, but argues the superior court erred in confirming the award
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IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
JAMES M. BENTLEY, No. 86220-1-I Appellant, DIVISION ONE v. UNPUBLISHED OPINION SEATTLE WEALTH MANAGEMENT, LLC, a Washington limited liability company; DAN D. UHM and “JANE DOE” UHM; and ERIC A. JOHNSON and “JANE DOE” JOHNSON,
Respondents.
BIRK, J. — James Bentley appeals the superior court’s order confirming an
arbitration award, arguing the superior court misinterpreted the law by permitting
confirmation of an award and entry of a final judgment before the statutory 90 day
period to file a motion to vacate the award had expired. Finding no error, we affirm.
Bentley, along with Eric Johnson and Dan Uhm, formed Seattle Wealth
Management LLC in 2013. Following a dispute, Bentley sued Ohm, Johnson, and
Seattle Wealth Management (hereafter referred to as the Respondents) for breach
of the company’s operating agreement, breach of fiduciary duty, and conversion,
among other things. The Respondents asserted various counterclaims in
response. In accordance with the operating agreement, the parties agreed to
submit their dispute to arbitration. On August 26, 2020, the arbitrator issued a
decision and interim award regarding the parties’ cross motions for partial No. 86220-1-I/2
summary judgment regarding Bentley’s termination date from Seattle Wealth
Management. In 2022, the parties filed another set of cross motions for summary
judgment. In his March 9, 2022 decision, the arbitrator dismissed Bentley’s claims
and the Respondents’ counterclaims with prejudice. Bentley sought to confirm the
arbitrator’s August 26, 2020 decision and vacate the March 9, 2022 decision. The
superior court confirmed the August 26, 2020 decision, vacated the arbitrator’s
March 9, 2022 decision, and remanded the matter to the arbitrator for rehearing.
On remand to the arbitrator, the Respondents filed a motion for summary
judgment on June 14, 2023. The arbitrator held a hearing on July 17, 2023. In his
October 26, 2023 order, the arbitrator dismissed the remainder of Bentley’s claims,
dismissed the Respondents’ counterclaims, and concluded there was no basis to
award attorney fees or arbitration costs to any party.
On December 8, 2023, the Respondents’ counsel e-mailed the superior
court judge’s chambers to schedule a motion to confirm the October 26, 2023
award. Bentley’s counsel replied, and asked to postpone the hearing date of any
motion to confirm saying, “My client is considering filing a motion to vacate. The
deadline for doing so according [to] my understanding is January 24, 2024. Any
motion to confirm should be postponed until the expiration of that time period.” On
the same day as their e-mail, the Respondents filed a motion to confirm the
October 26, 2023 arbitration award. The motion was noted for hearing on
December 22, 2023. On December 18, 2023, Bentley filed an objection and
response to the Respondents’ motion to confirm the award, and argued the intent
of the motion to confirm was “to deny [Bentley] his statutory right to seek to vacate
2 No. 86220-1-I/3
the Arbitrator’s decision” from October 26, 2023. In his response, Bentley devoted
two pages to listing four arguments he anticipated making in a future motion to
vacate. On December 22, 2023, the superior court confirmed the October 26, 2023
decision and awarded the Respondents statutory attorney fees. Bentley did not
seek reconsideration of the order and judgment, or file a motion to vacate. He
instead appeals.
Bentley argues the superior court misinterpreted RCW 7.04A.220, and
contends that the resolution of a motion to vacate is a prerequisite to confirming
an arbitration award. We disagree.
In Washington, arbitration is controlled by the uniform arbitration act (UAA)
ch. 7.04A RCW. Price v. Farmers Ins. Co. of Wash., 133 Wn.2d 490, 495, 946
P.2d 388 (1997). Relevant here, when a party is notified of an arbitration award,
the party may file a motion to confirm the award and a court “shall issue such an
order” unless the award is vacated under RCW 7.04A.230. RCW 7.04A.220. A
motion to vacate an arbitration award must be filed within 90 days after the movant
receives notice of the award. RCW 7.04A.230(2). The 90 day period is considered
a statute of limitations.1 Dougherty v. Nationwide Ins. Co., 58 Wn. App. 843, 848,
795 P.2d 166 (1990). Its purpose “is to expedite finality of the arbitration process
. . . consistent with the overall objective of speedy resolution of disputes.” Id. at
1 Dougherty discusses former RCW 7.04.180 (1943). Dougherty v. Nationwide Ins. Co., 58 Wn. App. 843, 848, 795 P.2d 166 (1990). Effective July 1, 2006, former RCW 7.04.180 was repealed and replaced with RCW 7.04A.230(2). LAWS OF 2005, ch. 433, § 23, 51. Both statutes state that a motion to vacate an arbitration award must be filed within 90 days after receiving notice of the arbitration award.
3 No. 86220-1-I/4
849. The meaning of the UAA is a question of statutory interpretation that we
review de novo. AURC III, LLC v. Point Ruston Phase II, LLC, 3 Wn.3d 80, 86-87,
546 P.3d 385 (2024). The primary objective of statutory interpretation is to
“ascertain and carry out the Legislature’s intent.” Dep’t of Ecology v. Campbell &
Gwinn, LLC, 146 Wn.2d 1, 9-10, 43 P.3d 4 (2002). If the meaning of the statute is
plain on its face, we give effect to that plain meaning as an expression of legislative
intent. Id. We discern plain language from the ordinary meaning of the language
in the context of related statutory provisions, the entire statute, and related
statutes. Id. at 9-12.
When a statute contains the word “shall,” it “is presumptively imperative and
creates a mandatory duty unless a contrary legislative intent is shown.” Goldmark
v. McKenna, 172 Wn.2d 568, 575, 259 P.3d 1095 (2011). Here, the Respondents
moved for a confirmation order, none of the listed exceptions (modification,
correction, vacation) applied, and nothing in chapter 7.04A RCW indicated that the
legislature intended anything but a mandatory duty. AURC III, 3 Wn.3d at 91. The
superior court was required to issue a confirmation order unless the award was
modified, clarified, or vacated. Id. Bentley acknowledges he did not move to
vacate the award, but argues the superior court erred in confirming the award
before the three month statutory period for a motion to vacate had expired.
In Martin v. Hydraulic Fishing Supply, we considered whether a motion to
vacate an arbitration award may be filed after a court issues an order confirming
the award, and held that it may, because the time for the motion to vacate runs
from the date of delivery of the award, which may extend beyond the confirmation
4 No. 86220-1-I/5
order. 66 Wn. App. 370, 373-374, 832 P.2d 118 (1992). We interpreted the
language of former RCW 7.04.150 to mean that it did not cut off a party’s right to
vacate an award before the 90 day period expired. Id. at 374. The language of
RCW 7.04A.230 is substantially similar and Martin remains controlling.
In a footnote in Martin, we observed that the legislative time periods created
inconsistencies among the various provisions of the statute. Id. at 374 n.4. We
said, “As written, the statute potentially creates situations where actions taken in
reliance on a final judgment confirming an arbitration award must somehow be
undone if parties are permitted to file a motion to vacate after the 30-day appeal
period has run.” Id. But nothing in Martin indicates that we considered former
RCW 7.04.180 to be ambiguous as to the triggering event for the 90 day limitation;
indeed, the opinion is to the contrary. In subsequent cases, we have expressed a
preference for having motions to vacate heard at the same time as motions to
confirm an award. Clearwater v. Skyline Constr. Co. Inc., 67 Wn. App. 305, 315,
835 P.2d 257 (1992); Federated Servs. Ins. Co. v. Pers. Representative of Est. of
Norberg, 101 Wn. App. 119, 123, 4 P.3d 844 (2000). But we have also reaffirmed
Martin’s holding that “[e]ven after a judgment has been entered confirming an
award, a motion to vacate can still be heard as long as it is made within the
statutory three-month period.” Federated Servs. Ins. Co., 101 Wn. App. at 123.
Bentley argues that these cases are inapplicable because they were
decided under former chapter 7.04 RCW. We are not persuaded that the UAA’s
language is materially different from the former statutory scheme so as to
undermine previous case law. Both schemes state that after a party has received
5 No. 86220-1-I/6
notice of an award, the party may file a motion with the court for an order confirming
the award, and the court shall grant such an order unless the award is vacated,
modified, or corrected. Compare RCW 7.04A.220, with former RCW 7.04.150
(1943). Both state that a motion to vacate an arbitration award must be filed within
90 days after receiving notice of the arbitration award. Compare RCW
7.04A.230(2), with former RCW 7.04.180 (1943). Furthermore, both reduce a
confirmed award to a final judgment.2 Compare RCW 7.04A.250, with former RCW
7.04.190, .210 (1943).
Bentley cites two out-of-state cases for the proposition that the superior
court should have stayed confirmation of the award until his motion to vacate was
filed, citing Casey v. Wells Fargo Bank, N.A., 128 Nev. 713, 290 P.3d 265 (2012)
and McLaurin v. Terminix International Co., 13 F.4th 1232 (11th Cir. 2021). While
these cases are procedurally different from Washington precedent, they are not
substantively inconsistent. In Casey, the Nevada Supreme Court held it was error
for the district court to summarily adjudicate the motion to confirm one day after
the motion was filed, without giving Casey the opportunity to file an opposition to
the motion or to file a motion to vacate while she was within her 90 day period to
so move. 128 Nev. at 717. The court remanded with instructions to allow Casey
2 Bentley argues for the first time on appeal that the superior court lacked
jurisdiction to decide a motion to vacate after granting an order confirming the arbitration award. A party can raise lack of superior court jurisdiction for the first time on appeal. RAP 2.5(a)(1). However, Federated Services Insurance Co. states that “a court does not lose jurisdiction to hear a motion to vacate an arbitration award merely by entering a judgment that confirms it.” 101 Wn. App. at 123.
6 No. 86220-1-I/7
“an opportunity to be heard in opposition to the motion to confirm and on her motion
to vacate, modify, or correct.” Id. at 718.
In McLaurin, the Eleventh Circuit, consistent with Washington law, held that
the Federal Arbitration Act, 9 U.S.C. §§ 1-16, did not prevent a district court from
ruling on a motion to confirm before the 90 day statutory period for a motion to
vacate. 13 F.4th at 1241. However, the court concluded that where a party does
not substantively argue against a motion to confirm when given the opportunity to
do so, that party has waived such arguments and cannot revive them in a later-
filed motion. Id. at 1242. In both instances, the courts were concerned with
protecting the 90 day period to move for vacatur, and ensured that the party was
given the opportunity to be heard. Washington case law allows a motion to vacate
an arbitration award to be heard after the award is confirmed so long as a party is
within their 90 day statutory period.
Here, Bentley had 90 days from the noted date of the arbitration award to
move to vacate, regardless of whether the superior court confirmed the award, and
the order confirming the award simply never had the effect he challenges under
longstanding Washington case law. Bentley did not file a motion to vacate the
award. His 90 day period to so move has expired. Thus, his claim fails.
The Respondents have requested an award of attorney fees and expenses.
RCW 7.04A.250(3) permits in the court’s discretion an award of attorney fees and
expenses to a prevailing party in a contested judicial proceeding to confirm, vacate,
modify, or correct an arbitration award. Although the Respondents are the
7 No. 86220-1-I/8
prevailing party in this action to confirm the arbitration award, we exercise our
discretion to decline to award attorney fees.
Affirmed.
WE CONCUR: