Miller v. Paul M. Wolff Co.

316 P.3d 1113, 178 Wash. App. 957
CourtCourt of Appeals of Washington
DecidedJanuary 16, 2014
DocketNo. 31445-6-III
StatusPublished
Cited by14 cases

This text of 316 P.3d 1113 (Miller v. Paul M. Wolff Co.) 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
Miller v. Paul M. Wolff Co., 316 P.3d 1113, 178 Wash. App. 957 (Wash. Ct. App. 2014).

Opinion

Brown, J.

¶1 Paul M. Wolff Company (PMW) appeals the trial court’s judgment granted to Keith Miller following Mr. Miller’s trial de novo following mandatory arbitration. Mr. Miller worked for PMW as a commissioned sales representative. After he resigned and unsuccessfully offered to complete unfinished jobs, he sued PMW and its [961]*961president, Curtis Beesley (collectively PMW), for unpaid commissions. An arbitrator sided with Mr. Miller and awarded him wage damages but denied attorney fees for unpaid wages. Unsatisfied, Mr. Miller pursued a trial de novo where he was awarded slightly less wage damages but received his requested attorney fees. PMW contends the court erred in finding Mr. Miller was entitled to commissions under the procuring cause doctrine, in concluding Mr. Miller improved his position at trial, and in awarding attorney fees under RCW 49.48.030. We find no error and affirm.

FACTS

¶2 The facts are drawn largely from the trial court’s unchallenged findings of fact. PMW is a subcontractor specializing in concrete finishing services. It employs field sales representatives who are responsible for facilitating and overseeing projects within their territories. If the project is awarded to PMW, the field sales representative is responsible for managing the company’s performance under the contract through completion. Managing PMW’s performance through completion of the project is considered the final step in the sales representative’s performance. PMW has historically paid its sales representatives a 15 percent commission on projects that meet a 35 percent gross profit threshold. Field sales representatives are paid commissions after PMW completes its work and receives payment.

¶3 PMW employed Mr. Miller as a field sales representative for several years until January 9, 2009. Then, Mr. Miller resigned to operate his own concrete company, Final Concrete LLC. PMW claims the purpose of Final Concrete was to compete with PMW; however, PMW’s unlawful competition claims were dismissed in summary judgment and the one issue appealed was rejected by Division Two of this court in an unpublished opinion. See Miller v. Paul M. Wolff Co., noted at 165 Wn. App. 1020, 2011WL 6916485, at *1, 2011 Wash. App. LEXIS 2869, at *1-2.

[962]*962¶4 When he resigned, Mr. Miller unsuccessfully offered to complete his unfinished projects for PMW. The parties’ employment contract does not address whether and to what extent posttermination commissions would be paid. On January 12, 2009, Mr. Miller sought commissions on at least 14 at-issue projects listed in the court’s findings of fact. PMW assigned other employees to finish these projects, which took several months to complete after Mr. Miller’s resignation. The 35 percent gross profit threshold was met in 10 of the unfinished projects. PMW paid $25,862.87 to another field sales representative in commissions on 8 of these projects. Mr. Miller had unsuccessfully requested $27,036.21 for these projects when he sued PMW, partly requesting equitable relief under the procuring cause doctrine. The parties proceeded to mandatory arbitration.

¶5 The arbitrator concluded Mr. Miller was entitled to recovery under the procuring cause doctrine and awarded him $22,802.84 but denied his request for attorney fees and costs under RCW 49.48.030. The arbitrator concluded the award flowed from an equitable remedy and was not for wages and salary owed. Mr. Miller requested a trial de novo.

¶6 After trial, the court awarded Mr. Miller $21,628.97 for his procuring cause doctrine claim, $897.95 in costs, and $74,662.00 in attorney fees. The court concluded Mr. Miller improved his position on trial de novo because he was awarded attorney fees at trial, but the court noted that “even if only the fees incurred through arbitration, but not those incurred thereafter, are used in making the comparison . . . the difference between the two actual damage awards is so small (i.e., $1,173.87).” Clerk’s Papers (CP) at 494. PMW appealed.

ANALYSIS

A. Procuring Cause

¶7 The issue is whether the trial court erred in concluding Mr. Miller was entitled to damages under the procuring [963]*963cause doctrine. PMW contends Mr. Miller’s failure to oversee the completion of the projects in question and his unclean hands preclude a recovery in equity.

¶8 Whether a sales person’s activities were the procuring cause of the sale is fact specific. Zelensky v. Viking Equip. Co., 70 Wn.2d 78, 91,422 P.2d 293 (1966). We review a conclusion of law based on findings of fact to determine whether the trial court’s findings are supported by substantial evidence and, if so, whether those findings support the conclusions of law. Cantu v. Dep’t of Labor & Indus., 168 Wn. App. 14, 21, 277 P.3d 685 (2012). “Substantial evidence” is evidence of sufficient quantity to persuade a fair-minded, rational person of the truth of the declared premise. Bering v. Share, 106 Wn.2d 212, 220, 721 P.2d 918 (1986).

¶9 “The procuring cause rule states that when a party is employed to procure a purchaser ... to whom a sale is eventually made, he is entitled to a commission ... if he was the procuring cause of the sale.” Willis v. Champlain Cable Corp., 109 Wn.2d 747, 754, 748 P.2d 621 (1998). A broker is the procuring cause or agent when he or she sets in motion the series of events culminating in a sale. Roger Crane & Assocs. v. Felice, 74 Wn. App. 769, 776, 875 P.2d 705 (1994) (citing Bonanza Éeal Estate, Inc. v. Crouch, 10 Wn. App. 380, 385, 517 P.2d 1371 (1974)). When an employment relationship ends, the employer “cannot terminate an agent’s right to compensation if he or she caused the sale.” Syputa v. Druck, Inc., 90 Wn. App. 638, 645, 954 P.2d 279 (1998).

¶10 The procuring cause doctrine “is essentially an equitable doctrine.” Id. at 649. It is based “ ‘upon the equitable maxim that the principal shall not be permitted to enrich himself at the expense of the agent or broker, whose services have inured to his benefit.’ ” Feeley v. Mullikin, 44 Wn.2d 680, 687, 269 P.2d 828 (1954) (quoting Grace Realty Co. v. Peytavin Planting Co., 156 La. 93,100 So. 62,63 (1924)). Trial courts have broad discretion to fashion an equitable [964]*964remedy, reviewable for abuse of discretion. Ehsani v. McCullough Family P’ship, 160 Wn.2d 586, 589, 159 P.3d 407 (2007).

¶11 If a written contract expressly provides “how commissions will be awarded when an employee or agent is terminated,” the procuring cause rule is inapplicable. Willis, 109 Wn.2d at 755.

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Bluebook (online)
316 P.3d 1113, 178 Wash. App. 957, Counsel Stack Legal Research, https://law.counselstack.com/opinion/miller-v-paul-m-wolff-co-washctapp-2014.