Sharon Ronsse, V. Michael Ray Price

• Court: Court of Appeals of Washington
• Decided: March 10, 2025
• Docket: 86350-9
• Status: Unpublished

Opinion

IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

SHARON RONSSE, No. 86350-9-I Respondent, DIVISION ONE v. UNPUBLISHED OPINION MICHAEL RAY PRICE and ENDEAVOR NW INC., a Washington Corporation,

Appellants.

BIRK, J. — Michael Price and Endeavor NW Inc. (together “Price”) appeal

the order denying his motion for reconsideration seeking reasonable attorney fees.

His appeal presents the question whether a contractual attorney fee provision

covers the claims in the lawsuit. Sharon Ronsse entered into agreements with

Price to sell him real property, and business agreements to transfer nursery assets

and assist Price in the continuing operation of a nursery on site in exchange for a

salary and share of the company’s profits. Ronsse sued Price alleging, among

other claims, that Price had failed to pay Ronsse’s salary and profits from the

nursery. Ronsse’s claims were dismissed at summary judgment, and Price sought

reasonable attorney fees based on a fee shifting provision in the contracts

conveying real property. The superior court denied Price’s request. Because the

fee shifting provision embraced only the real property contracts, not the business

agreements that gave rise to Ronsse’s claims, we affirm. No. 86350-9-I/2

I

The parties agree that Ronsse owned four parcels of land and operated a

nursery business on three of them. In June 2016, Ronsse and Price entered into

a residential real estate purchase and sale agreement (REPSA), using a standard

form copyrighted in 2015 by the Northwest Multiple Listing Service, for the parcels

the parties refer to as lots 1, 3, and 4, for $850,000. That same month, Ronsse

and Price entered into a second REPSA for lot 2, for $350,000. The parties never

closed on these contracts. At times, other parties were involved in the transactions

on Price’s side, but as they are not relevant to the issues in this appeal, we omit

reference to them.

In January 2017, Ronsse and Price entered into the “Woods Creek Nursery

Business Agreement,” referred to by Price as the “first business agreement.” The

first business agreement stated the parties had entered into a purchase and sale

agreement for four parcels with an anticipated closing date of March 31, 2017.

Price agreed that, beginning January 1, 2017, he would form a new company

responsible for “all operations and monthly ongoing expenses related to the

existing four parcels and the daily operations” of the nursery. The agreement

stated, “All existing nursery assets including plant inventory, structures, equipment

and infrastructure are included with the property sale and will [be] transferred to”

Price’s new company after closing of the property purchase. In exchange, the

agreement stipulated that Ronsse would receive a salary and share of profits from

the business for the years 2017 through 2021.

2 No. 86350-9-I/3

In March 2017, the parties entered into a new REPSA, dated March 1, 2017,

for only lot 2, for $450,000, and they closed on that contract in June 2017. An

addendum to this REPSA stated, “Buyers shall assume any and all business

expenses related to the nursery operation after January 1st, 2017, including

monthly mortgage payments as per duly signed Woods Creek Nursery Business

Agreement (1 page attached).”

In December 2017, the parties entered into a new REPSA for only lots 3

and 4, for $450,000. Under its “Addenda,” it included as “Exhibit C” a “PSA dtd

[dated] 3/1/2017.” The REPSA for lots 3 and 4 closed in March 2018. The parties

signed another REPSA in December 2017 for only lot 1, but the parties never

closed this transaction.

Later in December 2017, after the new REPSAs had been signed, the

parties entered into a second “Woods Creek Nursery Business Agreement,” or the

“second business agreement.” The second business agreement noted the three

parcels under then pending REPSAs, and repeated that the nursery assets “are

included with the property sale” and would transfer after the closing on lots 3 and

4. The agreement entitled Ronsse to shares of profits for the company from 2017

through 2021, and a monthly fee from January 2017 to December 2017. The

agreement had a provision for Ronsse to lease lot 1 to Price for $1 per month “for

liability purposes,” as lot 1’s REPSA was anticipated to close as late as December

20, 2019.

3 No. 86350-9-I/4

Ronsse initiated this action against Price in June 2020. She asserted six

claims in her second amended complaint. These claims were for (1) breach of

contract for failure to pay her profit shares under the business agreements, (2)

breach of the covenant of good faith and fair dealing for the same, (3) unjust

enrichment for the use of her land to exhibit a model manufactured home, (4)

quantum meruit for training that Ronsse provided to a new manager for the

ongoing nursery business, (5) breach of contract for failure to pay monthly

compensation under the first business agreement, and (6) breach of contract for

failure to pay monthly compensation under the second business agreement. In

both her original complaint and her second amended complaint, Ronsse alleged

that Price’s delay in closing the REPSAs deprived her of the anticipated benefit of

the purchase money, thus delaying her plans and forcing her to incur additional

debts to cover living expenses. However, Ronsse did not assert any claim for relief

on this basis, instead limiting her claims to breaches of the business agreements.

The superior court dismissed all of Ronsse’s claims on summary judgment.

Price moved for an award of attorney fees as prevailing party under RCW

4.84.330. Price relied on the attorney fee provision in the general terms of the first

REPSA.” The provision states,

q. Professional Advice and Attorneys’ Fees. Buyer and Seller are advised to seek the counsel of an attorney and a certified public account to review the terms of this Agreement. Buyer and Seller shall pay their own fees incurred for such review. However, if Buyer or Seller institutes suit against the other concerning this Agreement the prevailing party is entitled to reasonable attorneys’ fees and expenses.

4 No. 86350-9-I/5

(Emphasis added.) The superior court denied Price’s motion. Price moved for

reconsideration. Price appeals the superior court’s order denying reconsideration.

II

A

We have said that a trial court’s decision whether to grant reconsideration

is reviewed for abuse of discretion. Dynamic Res., Inc. v. Dep’t of Revenue, 21

Wn. App. 2d 814, 824, 508 P.3d 680 (2022). Arguing that whether attorney fees

may be recovered is a question of law, Price seeks de novo review on that issue.

Ronsse agrees, citing Ethridge v. Hwang, 105 Wn. App. 447, 459-60, 20 P.3d 958

(2001). Based on the parties’ agreement, and because it does not affect our

decision, we assume de novo review is appropriate.

B

Price argues that the terms of the business agreement, though “not formally

incorporated,” are “part of the transaction and, therefore, effectively incorporated

into the [first] REPSA.” And “regardless of whether the Business Agreement was

formally incorporated into the REPSAs,” the two documents are “integral to each

other.” Therefore, he reasons, Ronsse’s claims for breach of the business

agreements are subject to the fee-shifting provision of the REPSAs. We disagree.

Price cites case law, including decisions interpreting the same fee shifting

provision from the standard real estate contract, determining when a claim is a

claim “on a contract” for purposes of the contract’s fee shifting provision, even

though the claim is not one for breach of that contract. In Seattle First National

5 No. 86350-9-I/6

Bank v. Washington Insurance Guaranty Association, insurance agreements

provided for the prevailing party to recover fees to enforce any obligation under the

policy. 116 Wn.2d 398, 411, 804 P.2d 1263 (1991). When the insurer became

insolvent, the insured asserted the policy fell within the guaranty association’s

coverage. Id. at 402, 411. The first issue before the Supreme Court was whether

the agreements constituted “credit or surety insurance” and so were excluded from

the guaranty association’s coverage. Id. at 403. After finding the agreements were

covered by the guaranty association, the court held the fee shifting provision

applied, even though the bank’s claim implicated a legal question separate from

any obligations under the policy. Id. at 413. This provided the rule that “an action

is on a contract if the action arose out of the contract and if the contract is central

to the dispute.” Id. Because resolving the dispute required examination of the

agreements’ “provisions and the risks they insure,” the action was “on the

contract.” Id.

We have applied the rule in real estate cases, holding that a buyer’s tort

claim for misrepresentation of the condition of real property “ ‘arise[s] out of’ ” the

agreement to transfer ownership, despite not being for breach of contract, and is

therefore subject to a fee shifting provision in the purchase and sale agreement for

claims “ ‘[c]oncerning; ” the Agreement. Brooks v. Nord, 16 Wn. App. 2d 441, 446,

480 P.3d 1167 (2021) (quoting Brown v. Johnson, 109 Wn. App. 56, 58, 34 P.3d

1233 (2001)); see Borish v. Russell, 155 Wn. App. 892, 907, 230 P.3d 646 (2010).

In Brooks, we adhered to the rule, and awarded attorney fees, despite

6 No. 86350-9-I/7

acknowledging that the form at issue was excluded by statute from “being

considered part of any written agreement,” including the REPSA. 16 Wn. App. 2d

at 446, 450-51. We reached a similar result in Edmonds v. John L. Scott Real Est.,

Inc., allowing attorney fees on a plaintiff’s successful breach of fiduciary duty claim

for misappropriation of earnest money based on the fee shifting provisions of the

buyer/broker and earnest money agreements. 87 Wn. App. 834, 855-56, 942 P.2d

1072 (1997). Because the buyer/broker agreement defined the fiduciary duty that

was breached, the breach of fiduciary duty claim was “on a contract” and properly

subject to an award of attorney fees. Id.

However, in each case applying the rule, the claim subject to fee shifting

was grounded in a specific contractual undertaking derived from the contract

furnishing the fee shifting provision. In Seattle First National Bank, 116 Wn.2d at

413, it was the insolvent insurer’s promise to cover a risk within the guaranty

association’s ambit. In Brooks, 16 Wn. App. 2d at 446, Borish, 155 Wn. App. at

907, and Brown, 109 Wn. App. at 58-59, it was the agreement to convey the

property as described in the seller’s representations. And in Edmonds, 87 Wn.

App. at 855, it was the agreement to provide representation which was the source

of the fiduciary relationship. In contrast, we refused an attorney fee award, other

than on contract related claims, in Tradewell Group, Inc. v. Mavis, 71 Wn. App.

120, 129-30, 857 P.2d 1053 (1993). In Tradewell, a commercial tenant invoked a

fee shifting provision in its lease on tort claims that its landlord had interfered in its

business dealings, and on a promissory estoppel claim that was an alternative

7 No. 86350-9-I/8

theory of liability premised on the absence of an express agreement. Id. We held

these claims were not subject to the lease’s fee shifting provision. Id. at 130; see

also CPL (Delaware), LLC v. Conley, 110 Wn. App. 786, 789, 797-98, 40 P.3d 679

(2002) (Attorney fee provision for prevailing in actions “ ‘instituted to enforce or

interpret any of the terms’ ” in purchase agreements was not triggered by action to

invalidate a subsequent but related performance payout agreement).

This case is not directly analogous to any of the cited authorities, as there

is no question that Ronsse sued on contractual promises, rather than tort claims.

But Ronsse sued Price on promises he made in the business agreements, not the

REPSAs. Ronsse’s claims under the business agreements were not grounded in

the promise to convey the real property or any other undertakings in the REPSAs,

and Price does not show that deciding the merits of Ronsse’s claims for breach of

the business agreements required examination of the terms of the REPSAs.

We are also not persuaded that Ronsse and Price made what amounts to

only one agreement. The provisions in the business agreement for Price to take

over operations of the nursery and assume responsibility for certain expenses

came into effect in January 2017. At that time, the parties had REPSAs in place

to convey the four parcels, but those contracts were not performed. The parties

formed new REPSAs, one in March 2017 to convey one parcel, and one in

December 2017 to convey two parcels. The first business agreement recognized

the parties’ intent that Price assume operations of the nursery in anticipation of the

real estate transfers, but it took effect before any real estate sales closed. And

8 No. 86350-9-I/9

only some of the provisions of the business agreements depended on the REPSAs

closing.

We agree with the superior court that the business agreements were

separate from the real estate contracts, and the REPSAs, together with their fee

shifting provisions, did not reincorporate the business agreements as new unified

contracts. While the transfer of nursery assets to Price was essential to the parties’

ultimate goals, it was essential only to their goals as described in the business

agreements, not the transfer of the real property under the REPSAs. The parties

entered into different contracts: two REPSAs to convey three parcels subject to

fee shifting, and two agreements for the operation of the nursery, not subject to fee

shifting.

C

Price argues that Ronsse’s allegations in her complaints were broad

enough, under rules of notice pleading, to include a claim that Price breached the

REPSAs by failing to close sooner and causing Ronsse to incur additional

expenses. But Ronsse never asserted such a claim for relief, even supposing she

could have based on a liberal reading of her complaint. As a result, Price did not

incur attorney fees to defeat such a claim. Price incurred attorney fees only to

defeat the six claims Ronsse presented, and those all stemmed from Price’s

promises in the business agreements and not the REPSAs.

9 No. 86350-9-I/10

D

Neither party seeks attorney fees on appeal, and accordingly neither is

awarded fees. Ronsse shall recover her appellate costs.

Affirmed.

WE CONCUR: