Paulman v. Filtercorp, Inc.

899 P.2d 1259, 127 Wash. 2d 387
CourtWashington Supreme Court
DecidedAugust 10, 1995
Docket61857-7
StatusPublished
Cited by9 cases

This text of 899 P.2d 1259 (Paulman v. Filtercorp, Inc.) is published on Counsel Stack Legal Research, covering Washington Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Paulman v. Filtercorp, Inc., 899 P.2d 1259, 127 Wash. 2d 387 (Wash. 1995).

Opinions

Dolliver, J.

Defendant Filtercorp, Inc., challenges a Court of Appeals ruling that reverses a trial court order granting Filtercorp’s partial summary judgment motion, which requested, inter alia, that the court terminate a collection action initiated by Plaintiff Henry Paulman because the interest rate on the loan that gave rise to the action is usurious. The Court of Appeals reversed because it concluded that under RCW 19.52.080 a corporate debtor who takes a loan for a business purpose is not entitled to raise the defense of usury.

Filtercorp, Inc. designs and manufactures restaurant equipment. Robin Bernard is the company’s president and a shareholder, and John Gardner is a company officer and also a shareholder.

In November 1991, Henry Paulman loaned Filtercorp $200,000 for the purpose of paying its accounts payable. In exchange, Filtercorp agreed to repay the loan plus inter[389]*389est of two percent per month by February 21, 1992. The agreement was evidenced by a promissory note signed by both Bernard and Gardner personally, and by Bernard in his capacity as president of Filtercorp. Paulman also charged Filtercorp $24,000 as a "Loan and Consulting Fee”, to be paid by December 31, 1991. Filtercorp paid all but $25,000 of the money owed to Paulman.

On February 14, 1992, the same parties executed another promissory note for $225,000, different portions of which represented principal, interest, and penalties owed on the previous note. All payments on this note, which like the prior note specified an interest rate of two percent per month, were due by April 15, 1992. When Filtercorp experienced difficulty meeting this deadline, Paulman agreed to a two-week extension in exchange for an additional $27,000 "[l]oan and consulting fee”. That extension was subsequently extended to June 30, 1992. When Filtercorp was unable to meet this deadline either, the parties executed yet a third promissory note. That note had a face value of $210,000, charged an interest rate of five percent per month, and indicated that all payments were due by September 30, 1992. The $210,000 consisted of the outstanding principal from the second note, the $27,000 "[l]oan and consulting fee” from the previous extension, and an additional $8,080 "loan fee”.

After making a total of $21,000 in interest payments on this third note, Bernard notified Paulman that Filtercorp would not make any further payments because the interest rate on the loan was usurious. In response, Paulman filed an action against Filtercorp to collect moneys due on the note. Neither Robin Bernard nor John Gardner was named as a defendant in the lawsuit. In its answer to Paul-man’s complaint, Filtercorp asserted a usury defense and filed a counterclaim for penalties owing due to usury. Filtercorp then filed a motion for partial summary judgment on these issues. The trial court granted that motion.

Paulman appealed the order granting the summary judgment motion to Division One of the Court of Appeals. [390]*390That court reversed the order, holding a corporation that has taken a loan for a business purpose cannot raise the defense of usury regardless of whether the loan is guaranteed by a natural person. Paulman v. Filtercorp, 73 Wn. App. 672, 870 P.2d 1011 (1994). Filtercorp has requested this court to review that ruling.

I

Enacted in 1967, RCW 19.52.030 sets forth the penalties available to a debtor who has borrowed money from a lender at a usurious interest rate. Provision (1) of that statute contains a proviso which reads as follows:

PROVIDED, That the debtor may not commence an action on the contract to apply the provisions of this section if a loan or forbearance is made to a corporation engaged in a trade or business for the purposes of carrying on said trade or business unless there is also, in connection with such loan or forbearance, the creation of liability on the part of a natural person or that person’s property for an amount in excess of the principal plus interest allowed pursuant to RCW 19.52.020. . . .

In 1969, two years after enacting RCW 19.52.030, the Legislature adopted RCW 19.52.080, which as amended in 1981 provides in relevant part:

Profit and nonprofit corporations, Massachusetts trusts, associations, trusts, general partnerships, joint ventures, limited partnerships, and governments and governmental subdivisions, agencies, or instrumentalities may not plead the defense of usury nor maintain any action thereon or therefor, and persons may not plead the defense of usury nor maintain any action thereon or therefor if the transaction was primarily for agricultural, commercial, investment, or business purposes ....

The provisos to RCW 19.52.030(1) and RCW 19.52.080 are contradictory. While the former expressly permits a corporate debtor to bring a usury action if it takes a loan that is guaranteed by a natural person, the latter expressly prohibits that same debtor from either bringing a usury action or invoking usury as a defense whether or not the loan is guaranteed by a natural person.

[391]*391In the present action, a corporate debtor, Filtercorp, invoked usury as an affirmative defense to an action brought against it by a lender, Paulman, to collect the outstanding payments due on a loan. Two natural persons, Bernard and Gardner, guaranteed that loan.

Filtercorp acknowledges that RCW 19.52.080 governs whether a usury defense is available to a corporate debtor who has taken a loan for a business purpose. However, it submits that the proviso to RCW 19.52.030(1) operates in conjunction with RCW 19.52.080 to temper its severity. Filtercorp contends the proviso to RCW 19.52.030(1) effectively carves out an exception to the blanket prohibition of RCW 19.52.080, thus enabling a corporate debtor to raise the defense of usury if a natural person has guaranteed its loan. We disagree.

To support its proposition, Filtercorp relies primarily upon Topline Equip., Inc. v. Stan Witty Land, Inc., 31 Wn. App. 86, 639 P.2d 825, review denied, 97 Wn.2d 1015 (1982). In

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Bluebook (online)
899 P.2d 1259, 127 Wash. 2d 387, Counsel Stack Legal Research, https://law.counselstack.com/opinion/paulman-v-filtercorp-inc-wash-1995.