Narinder Samra Et Ano v. Pritpal Singh

CourtCourt of Appeals of Washington
DecidedNovember 2, 2020
Docket80582-7
StatusUnpublished

This text of Narinder Samra Et Ano v. Pritpal Singh (Narinder Samra Et Ano v. Pritpal Singh) 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
Narinder Samra Et Ano v. Pritpal Singh, (Wash. Ct. App. 2020).

Opinion

IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON DIVISION ONE NARINDER SAMRA and HARMINDER SAMRA, a married No. 80582-7-I couple,

Appellants,

v. UNPUBLISHED OPINION PRITPAL SINGH and GURBAKSH KAUR, a married couple; BHUPINDER CHOKAR and “JANE DOE” CHOKAR, a married couple; and KULWANT SINGH and “JANE DOE” SINGH, a married couple,

Respondents.

VERELLEN, J. — Narinder and Harminder Samra formed a partnership with

several others to purchase, develop, and sell some vacant tracts of land. Years

after the partnership made this purchase, the property was foreclosed upon and

sold at a trustee’s sale, and the Samras lost their investment. Based on these and

other events, the Samras filed suit for a declaration of partnership, breach of

fiduciary duties to the partnership, unjust enrichment, equitable mortgage, civil

conspiracy, and joint venture liability. They also filed a post-foreclosure lis

pendens on the property at issue. No. 80582-7-I/2

In a series of summary judgment orders, the trial court dismissed all of the

Samras’ claims and cancelled the lis pendens as wrongly filed. We affirm.

FACTS

Narinder and Harminder Samra formed a partnership with Pritpal Singh,

Gurbaksh Kaur, and Bhupinder Chokar to purchase two parcels of property in King

County that they referred to as “the Roseberg Project,” develop it, and sell it for

profit.1 They did not file a statement of partnership authority with the secretary of

state.

In 2007, the partnership paid approximately $716,000 for the Roseberg

Project property.2 Of that amount, Pritpal contributed $25,000, Bhupinder paid

$250,000 (with a check from the account of Kulwant Singh),3 and the Samras

contributed $210,000 in cash and borrowed the remaining $231,000, in their name

only, from Washington Mutual Bank.4 The Samras secured this loan with a deed

While the entire “Roseberg Project” consisted of three parcels of property, 1

the third parcel (the Walker-Military lot) had been purchased and owned by nonparties and is not at issue on appeal. Thus, our reference to the “Roseberg Project property” means the two lots that the partnership acquired. 2 The statutory warranty deed conveyed title to the Samras, Pritpal, Gurbaksh, and Bhupinder. For clarity, we refer to the respondents by their first names. 3 Bhupinder and Kulwant are brothers. Although the $250,000 check came from Kulwant’s account, there is no dispute that the funds were Bhupinder’s. 4In obtaining the loan, the Samras submitted a “Gift Letter Affidavit” signed by Kulwant in which he identified himself as the Samras’ “uncle” and that he was gifting them $250,000. Clerk’s Papers (CP) at 2361. This “gift” appears to be the check that Kulwant contributed on behalf of Bhupinder.

2 No. 80582-7-I/3

of trust against the Roseberg Project property, which they executed along with

Pritpal, Gurbaksh, and Bhupinder.

In 2008, the partners and others met to clarify various aspects of the

Roseberg Project. In a document entitled “Meeting concerning Roseberg Project

Dated 12/10/2008,” the attendees listed their respective shares and ownership

interests in the Roseberg Project as follows: Bhupinder, 33 percent; Pritpal, 13

percent; Narinder, 35 percent; Gurmail Singh, 13 percent; Gurpal Singh, 5 percent;

Karnail Johal, 0 percent; and Kulwant,“N/A”.5

In 2009, Narinder and Kulwant opened a joint bank account for the purpose

of the Samras being able to see that the other partners were making monthly

payments on the promissory note. Kulwant deposited the partners’ payments, not

his own funds, into the joint account for nine months. However, those payments

stopped, and the Samras’ loan went into default.

In 2010, the Samras sought to get out of the partnership and asked that the

other partners buy them out. After a meeting some, but not all, of the partners

executed a document entitled, “Roseberg Project Partner Share Redemption

Agreement Dated [November 27, 2010]” (the Redemption Agreement).6 In

pertinent part, the Redemption Agreement stated:

This agreement dated [November 27, 2010] is between Narinder Singh Samra and Harminder Kaur Samra (hereinafter referred to as “Samras”) and Bhuppinder Singh Chokkar, Pritpal Singh and Gurbaksh Kaur, Gurmail Singh and Gurpal Singh

5 Kulwant signed this document as a “(witness) via invite.” CP at 248. 6 CP at 114-16.

3 No. 80582-7-I/4

(hereinafter referred to as the “Remaining Roseberg Partners”). “Parties” means Samras and Remaining Roseberg Partners.

....

(1) The Parties agree that the Samras are voluntarily withdrawing from the Roseberg project partnership and shall have no further interest in the project or the project properties, shall no longer have the authority to make any decisions regarding the property or project and shall not be responsible for any outstanding or future expenses of the project or the property.

(2) The Remaining Roseberg Partners agree to pay off the Samras as follows: A final and total pay off amount of $120,000.00 shall be paid in three separate installments[.]

(5) The Parties agree that the Samras shall keep the Chase bank mortgage loan in place in the Samras’ names until the completion of the project or until date [November 1, 2012], whichever occurs earlier.

(7) The Parties agree that the Remaining Roseberg Partners shall make the outstanding mortgage loan payments current. Future mortgage loan payments shall be made on time by the Remaining Roseberg Partners. . . .

(11) The Parties agree that all communication between the Samras and the Remaining Roseberg Partners shall be in writing.

(12) The Parties agree that this is a final and binding agreement.

4 No. 80582-7-I/5

(13) The Parties agree that any disputes shall be resolved by mediation and arbitration under the State of Washington laws.[7]

In December 2010, the Samras signed a second Redemption Agreement,

but no other partners signed that agreement.

In June 2016, the Samras received a notice of foreclosure and notice of

trustee’s sale of the Roseberg Project property set for a date in October 2016.

The Samras were able to continue the trustee’s sale to December 2016.

On July 15, 2016, the Samras received an offer to purchase the Roseberg

Project property for $550,000 if 12 or more homes could be built on it, or for

$500,000 if 10 or 11 homes could be built on it. The offer expired five days later,

on July 20, and was subject to a feasibility contingency. In a July 27 letter, the

Samras notified Pritpal, Gurbaksh, Gurmail, Gurpal, and Karnail of the offer and

asked them to consider a counteroffer that they intended to propose. This letter

was not sent to Bhupinder or Kulwant. On August 30, without having received a

response from any of the other partners, the Samras made a counteroffer to sell

the Roseberg Project property for $525,000. A few weeks later, the potential

buyer rescinded its offer based upon the feasibility contingency.

On October 20, 2016, the Samras filed a complaint asking for declaratory

relief that a partnership existed between themselves, Pritpal, Gurbaksh, and

7CP at 114. The record includes various spellings of Bhupinder’s first and last names. We adopt the spelling used in the parties’ appellate briefing.

5 No. 80582-7-I/6

Bhupinder. Later that same day, the Samras filed an amended complaint to add a

cause of action for unjust enrichment against Pritpal, Gurbaksh, and Bhupinder.

In December 2016, Kulwant purchased the Roseberg Project property at

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