State Of Washington, V. Joshua Jordan
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Opinion
IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
STATE OF WASHINGTON, No. 86662-1-I Respondent, DIVISION ONE v. UNPUBLISHED OPINION JOSHUA JORDAN,
Appellant,
and
PREHIRED, LLC, a Delaware limited liability company; PREHIRED RECRUITING, LLC, a Delaware limited liability company; PREHIRED RECRUITING, LLC, a Florida limited liability company; PREHIRED ACCELERATOR, LLC, a Florida limited liability company; KAISHA, LLC, a Wyoming limited liability company; and ISA PLUS, LLC, a Delaware limited liability company,
Defendants.
HAZELRIGG, C.J. — Joshua Jordan, the founder, owner, and operator of
Prehired LLC, appeals from the order of the trial court that denied his motion to
dismiss the State’s cause of action against him for operating, advertising, and
soliciting to Washington consumers as a private vocational school without a
license. Jordan asserts, among other challenges, that the private vocational
school licensing requirement, as applied to him, unconstitutionally restricted his No. 86662-1-I/2
right to free speech in violation of the First Amendment to the United States
Constitution. We disagree and affirm.
FACTS
In 1986, our legislature adopted a bill entitled “Private Vocational Schools”
(the “PVSA”), enacted with the intention of “protect[ing] against practices by private
vocational schools which are false, deceptive, misleading, or unfair.” 1 LAWS OF
1986, ch. 299, § 1. The PVSA defines such schools as “any location where an
entity is offering postsecondary education in any form or manner for the purpose
of instructing, training, or preparing persons for any vocation or profession.” 2 RCW
28C.10.020(7). “‘Education,’” as defined therein, includes but is “not limited to, any
class, course, or program of training, instruction, or study.” RCW 28C.10.020(4).
To effectuate its purpose, the PVSA requires an entity seeking to operate
as a private vocational school in Washington to obtain a license prior to operation
and prohibits private vocational schools from engaging in a broad range of
commercial activity without a license, including, as relevant here, advertising or
soliciting to consumers. RCW 28C.10.060, .090. The act also sets forth, among
other things, a list of prohibited business practices that are false, deceptive,
misleading or unfair and minimum operational standards by private vocational
1 Although not specifically challenged in this matter, the legislature also enacted the PVSA
in order “to help ensure adequate educational quality at private vocational schools.” RCW 28C.10.010. 2 The legislature expressly identified that the PVSA did not apply to certain other entities
offering education, either due to their regulation elsewhere in the Revised Code of Washington or for other reasons. See RCW 28C.10.030.
-2- No. 86662-1-I/3
schools. RCW 28C.10.110, .050. The act authorizes civil penalties and criminal
sanctions for a violation of any of its provisions. RCW 28C.10.130-.140.
The facts giving rise to the lawsuit in this matter, unless otherwise indicated,
are undisputed in light of the pleadings submitted by the parties. 3 Joshua Jordan
was the founder, owner, operator, and sole member of Prehired LLC and related
companies in other states. 4 During the entirety of the time in question, Prehired
LLC never applied for, or otherwise obtained, a license from this State to engage
in commercial interactions with Washington residents as a private vocational
school.
In or around 2018, Prehired LLC described itself as an “online members-
only workforce accelerator devoted to helping new members find employment in
software sales.” Prehired LLC offered a membership which granted access to “a
training, mentoring, and networking program with the goal of having the member
obtain a sales job.” This program “primarily consist[ed] of its online course content
and access to mentoring support, all with the goal to help enrolled consumers
obtain a job in software sales, even if they have no prior experience.” 5 As of May
2018, the program included
3 These facts are undisputed in light of the State’s amended complaint and Jordan’s answer
thereto later filed in this matter. 4 Jordan’s other companies included Prehired Recruiting LLC, a Delaware limited liability
company, Prehired Accelerator LLC, a Florida limited liability company, and Kaisha LLC, a Wyoming limited liability company. In his later deposition testimony, Jordan acknowledged that he was the final decision-maker for Prehired LLC’s business decisions, including signing agreements, hiring contractors, marketing, determining internal policies and procedures, and approving of scripts to be read by its contractors to members of the public. 5 Prehired LLC characterized this job as a software sales development representative,
“responsible for locating, researching, and contacting potential clients for the products or services sold by the company for which they work.” The primary objective of a software sales representative was to “schedule a meeting between a prospective customer and an account executive for a software demonstration.”
-3- No. 86662-1-I/4
(1) approximately 15 hours of video, recorded by Jordan and made available to students via the internet; (2) approximately 30 “scripts, templates and checklists;” (3) access to Prehired[ LLC]’s group on the social media platform Linkedln; and (4) access to mentoring by its staff, including via phone, e[-]mail, and online chat.
Prehired LLC “offered its [p]rogram to individuals from many states across
the United States” and “generally advertised its [p]rogram on websites and social
media across the U.S.” Prehired LLC required consumers to sign a membership
agreement in order to gain access to its program and a “consent form indicating
that if they have an unpaid balance and fail to make satisfactory payment
arrangements, their account ‘may be placed with an external collection agency,’
and they will become responsible for fees and costs associated with collection.”
During the time in question, Prehired LLC contracted with several Washington
residents who signed its membership agreement and gained access to the
information in its program. 6
As part of its advertising in Washington, Prehired LLC placed an
advertisement for a few months in the “Jobs” section of the Seattle-specific web
page of craiglist.org, 7 representing to consumers that its “training program could
lead to a ‘6-figure sales career’ and that more than 90% of its graduates had found
jobs earning an average of $69,000 in their first year.” In 2018, Prehired LLC
advertised itself as a “‘sales training and job placement program.’” At that time,
“Prehired [LLC] encouraged consumers to ‘[e]nroll now and join the ranks of
6 Jordan, as the founder, owner, and operator of Prehired LLC, indicated that he “may have
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IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
STATE OF WASHINGTON, No. 86662-1-I Respondent, DIVISION ONE v. UNPUBLISHED OPINION JOSHUA JORDAN,
Appellant,
and
PREHIRED, LLC, a Delaware limited liability company; PREHIRED RECRUITING, LLC, a Delaware limited liability company; PREHIRED RECRUITING, LLC, a Florida limited liability company; PREHIRED ACCELERATOR, LLC, a Florida limited liability company; KAISHA, LLC, a Wyoming limited liability company; and ISA PLUS, LLC, a Delaware limited liability company,
Defendants.
HAZELRIGG, C.J. — Joshua Jordan, the founder, owner, and operator of
Prehired LLC, appeals from the order of the trial court that denied his motion to
dismiss the State’s cause of action against him for operating, advertising, and
soliciting to Washington consumers as a private vocational school without a
license. Jordan asserts, among other challenges, that the private vocational
school licensing requirement, as applied to him, unconstitutionally restricted his No. 86662-1-I/2
right to free speech in violation of the First Amendment to the United States
Constitution. We disagree and affirm.
FACTS
In 1986, our legislature adopted a bill entitled “Private Vocational Schools”
(the “PVSA”), enacted with the intention of “protect[ing] against practices by private
vocational schools which are false, deceptive, misleading, or unfair.” 1 LAWS OF
1986, ch. 299, § 1. The PVSA defines such schools as “any location where an
entity is offering postsecondary education in any form or manner for the purpose
of instructing, training, or preparing persons for any vocation or profession.” 2 RCW
28C.10.020(7). “‘Education,’” as defined therein, includes but is “not limited to, any
class, course, or program of training, instruction, or study.” RCW 28C.10.020(4).
To effectuate its purpose, the PVSA requires an entity seeking to operate
as a private vocational school in Washington to obtain a license prior to operation
and prohibits private vocational schools from engaging in a broad range of
commercial activity without a license, including, as relevant here, advertising or
soliciting to consumers. RCW 28C.10.060, .090. The act also sets forth, among
other things, a list of prohibited business practices that are false, deceptive,
misleading or unfair and minimum operational standards by private vocational
1 Although not specifically challenged in this matter, the legislature also enacted the PVSA
in order “to help ensure adequate educational quality at private vocational schools.” RCW 28C.10.010. 2 The legislature expressly identified that the PVSA did not apply to certain other entities
offering education, either due to their regulation elsewhere in the Revised Code of Washington or for other reasons. See RCW 28C.10.030.
-2- No. 86662-1-I/3
schools. RCW 28C.10.110, .050. The act authorizes civil penalties and criminal
sanctions for a violation of any of its provisions. RCW 28C.10.130-.140.
The facts giving rise to the lawsuit in this matter, unless otherwise indicated,
are undisputed in light of the pleadings submitted by the parties. 3 Joshua Jordan
was the founder, owner, operator, and sole member of Prehired LLC and related
companies in other states. 4 During the entirety of the time in question, Prehired
LLC never applied for, or otherwise obtained, a license from this State to engage
in commercial interactions with Washington residents as a private vocational
school.
In or around 2018, Prehired LLC described itself as an “online members-
only workforce accelerator devoted to helping new members find employment in
software sales.” Prehired LLC offered a membership which granted access to “a
training, mentoring, and networking program with the goal of having the member
obtain a sales job.” This program “primarily consist[ed] of its online course content
and access to mentoring support, all with the goal to help enrolled consumers
obtain a job in software sales, even if they have no prior experience.” 5 As of May
2018, the program included
3 These facts are undisputed in light of the State’s amended complaint and Jordan’s answer
thereto later filed in this matter. 4 Jordan’s other companies included Prehired Recruiting LLC, a Delaware limited liability
company, Prehired Accelerator LLC, a Florida limited liability company, and Kaisha LLC, a Wyoming limited liability company. In his later deposition testimony, Jordan acknowledged that he was the final decision-maker for Prehired LLC’s business decisions, including signing agreements, hiring contractors, marketing, determining internal policies and procedures, and approving of scripts to be read by its contractors to members of the public. 5 Prehired LLC characterized this job as a software sales development representative,
“responsible for locating, researching, and contacting potential clients for the products or services sold by the company for which they work.” The primary objective of a software sales representative was to “schedule a meeting between a prospective customer and an account executive for a software demonstration.”
-3- No. 86662-1-I/4
(1) approximately 15 hours of video, recorded by Jordan and made available to students via the internet; (2) approximately 30 “scripts, templates and checklists;” (3) access to Prehired[ LLC]’s group on the social media platform Linkedln; and (4) access to mentoring by its staff, including via phone, e[-]mail, and online chat.
Prehired LLC “offered its [p]rogram to individuals from many states across
the United States” and “generally advertised its [p]rogram on websites and social
media across the U.S.” Prehired LLC required consumers to sign a membership
agreement in order to gain access to its program and a “consent form indicating
that if they have an unpaid balance and fail to make satisfactory payment
arrangements, their account ‘may be placed with an external collection agency,’
and they will become responsible for fees and costs associated with collection.”
During the time in question, Prehired LLC contracted with several Washington
residents who signed its membership agreement and gained access to the
information in its program. 6
As part of its advertising in Washington, Prehired LLC placed an
advertisement for a few months in the “Jobs” section of the Seattle-specific web
page of craiglist.org, 7 representing to consumers that its “training program could
lead to a ‘6-figure sales career’ and that more than 90% of its graduates had found
jobs earning an average of $69,000 in their first year.” In 2018, Prehired LLC
advertised itself as a “‘sales training and job placement program.’” At that time,
“Prehired [LLC] encouraged consumers to ‘[e]nroll now and join the ranks of
6 Jordan, as the founder, owner, and operator of Prehired LLC, indicated that he “may have
been involved in [Prehired LLC’s] membership enrollment of several individuals, possibility including Washington residents.” 7 “Craigslist.org” is a website for placing and answering classified advertisements.
-4- No. 86662-1-I/5
[Prehired LLC’s] certified Science-Based Sales graduates and start [their] six-
figure career in tech sales!’” 8 (Some alteration in original.)
In July 2019, Prehired LLC began offering consumers the ability to finance
the cost of its program with an income share agreement (ISA). The ISA was “a
financing tool that allow[ed] an individual to join Prehired[ LLC]’s [p]rogram without
having to make an upfront payment.” The parties agreed, per guidance from the
federal Consumer Finance Protection Bureau (CFPB), that such agreements
constituted private education loans.
According to the State’s later-filed pleadings, the cost for consumers to
access Prehired LLC’s program ranged from roughly $2,500 in 2018 to $15,000 in
2019, and its “ISAs required consumers to make minimum payments equal to
between 12.5% and 16% of their gross income for 4 to 8 years or until they have
paid a total of $30,000, whichever is sooner.” Additionally, the State asserted in
its summary judgment motion that at least 67 Washington consumers enrolled in
Prehired LLC’s program, including 42 who signed ISAs in order to access it, and
collectively paid $135,592.33. 9
After Prehired LLC began offering ISAs to consumers and certain
consumers, including Washington residents, defaulted on those agreements,
Prehired LLC began to engage in collection efforts against them. Jordan later
explained in deposition testimony that, to that effect, in late 2021 or early 2022, he
formed two new companies, Prehired Recruiting LLC, in Delaware, and Prehired
8 By 2022, Prehired LLC “began advertising its [p]rogram as a ‘membership association’
with ‘lifetime benefits,’ and a ‘members-only workforce accelerator.’” 9 Jordan did not rebut or otherwise contest this allegation.
-5- No. 86662-1-I/6
Accelerator LLC, in Florida, for the express purpose of collecting payment on
defaulted ISAs. Then, “[a]t the direction of Jordan,” Prehired LLC transferred
ownership of its ISAs to Prehired Recruiting and Prehired Accelerator, 10 among
others, and they began to engage in collection actions on those defaulted ISAs. 11
Jordan acknowledged in his deposition testimony that as part of the debt collection
efforts he instructed his staff to contact the employers of those consumers with
defaulted ISAs, explain that their employee was in default, and request
garnishment of the employee’s paycheck.
In addition, in or about May 2022, Jordan “began contacting consumers who
signed Prehired[ LLC]’s ISAs, including at least one Washington consumer, and
asking them to sign a Settlement Agreement” that would “convert the consumer’s
ISA into an agreement to make recurring monthly payments to Prehired [LLC] for
several years.”
In June 2022, the State of Washington filed a complaint against Jordan and
his companies. The State alleged that Jordan, through Prehired LLC, had violated
the PVSA by engaging in unlicensed commercial interactions with Washington-
based consumers as a private vocational school. 12 The State also alleged causes
of action under the Consumer Protection Act 13 (CPA) for Jordan’s and Prehired
LLC’s violations of the PVSA and for all of the named defendants’ unfair and
deceptive contractual and debt collection actions. The State sought civil remedies
10 These ISAs were also transferred to defendant ISA Plus LLC. 11 Prehired LLC sold certain ISAs to “ISA Plus and/or Strategic Loan Fund, LLC (SELF),”
including selling “ISAs from Washington residents to ISA Plus/SELF.” 12 In addition to the licensing violations under the PVSA, the State also alleged that Jordan
had engaged in unfair business practices under that act. 13 Ch. 19.86 RCW.
-6- No. 86662-1-I/7
and penalties as well as an award of attorney fees and costs. In his response to
an interrogatory from the State, Jordan acknowledged that between May 2017 and
July 2022 he personally received from Prehired LLC a net income, including salary
and distributions, of $1,074,120.77. He also acknowledged in his deposition that
he was the sole recipient of disbursements from Prehired LLC.
Three months later, Prehired LLC, Prehired Recruiting, and Prehired
Accelerator—all Jordan’s companies—filed voluntary petitions for Chapter 11
bankruptcy in the United States Bankruptcy Court for the Southern District of New
York. The bankruptcy cases were subsequently transferred to the United States
Bankruptcy Court for the District of Delaware, which later consolidated the cases
for joint administration and converted the proceedings to Chapter 7 bankruptcy
after the entities’ bankruptcy estate became insolvent.
Around this time, in the legal action in Washington, the State amended its
complaint and alleged two additional causes of action: that Jordan, among other
things, had violated the Collection Agency Act 14 (CAA), and his CAA violations
constituted per se violations of the CPA. 15 The State also sought civil remedies
and penalties for those additionally alleged violations.
In April 2023, Jordan filed a pro se motion seeking to dismiss the State’s
claims against both him and Prehired LLC, arguing that the State could not prove
any set of facts consistent with its amended complaint and the PVSA’s licensure
requirement was a restriction of his right to free speech under the First Amendment
14 Ch. 19.16 RCW. 15 The amended complaint also added two defendants, Jordan-owned-and-operated Kaisha LLC, discussed supra, and ISA Plus LLC, a Delaware-based company which had contracted with Jordan. ISA Plus was later dismissed from the case following a court order.
-7- No. 86662-1-I/8
to the United States Constitution. 16 The State opposed the motion and, in October,
after adopting the State’s characterization of the motion to dismiss as one brought
pursuant to CR 12(c), the trial court denied Jordan’s motion.
Meanwhile, the State, alongside nine other states, a California
governmental entity, and the CFPB, 17 brought an adversarial proceeding against
Prehired LLC, Prehired Recruiting, and Prehired Accelerator in the Delaware
federal bankruptcy court alleging that those defendants’ conduct as to the ISAs
violated certain federal consumer protection acts and sought restitution for those
students who had signed ISAs. Jordan was not personally named in the federal
bankruptcy action.
In November 2023, the bankruptcy court accepted a stipulated judgment
from the parties, which, in pertinent part, ordered the cancellation of Prehired LLC’s
ISAs and entered a monetary judgment of $4,248,249.30 against the defendants
to be used to redress the pecuniary losses, and interest thereon, of the affected
consumers. Shortly thereafter, in the Washington proceeding, the State filed a
motion to voluntarily dismiss Prehired LLC and Jordan’s other companies from the
action, which the trial court granted. 18
In December, the State moved for partial summary judgment on its claims
pursuant to the PVSA, the CPA, and the CAA against Jordan in his individual
capacity. Jordan, for his part, moved for summary judgment dismissal of all of the
16 Jordan’s motion did not identify the civil rule of procedure on which his motion was based. 17 These were the States of Oregon, Delaware, Minnesota, Illinois, South Carolina, North
Carolina, Wisconsin, the Commonwealths of Massachusetts and Virginia, and the California Department of Financial Protection and Innovation. 18 The other companies dismissed from this case were Prehired Recruiting LLC
(Delaware), Prehired Recruiting LLC (Florida), Prehired Accelerator LLC, and Kaisha LLC.
-8- No. 86662-1-I/9
State’s claims against him in his individual capacity. The court granted the State’s
motion and denied Jordan’s motion. In so ruling, the trial court found that the State
was entitled to civil penalties against Jordan in the amount of $1,030,730 and
restitution in the amount of $46,501.76 and granted the State’s request for an
award of attorney fees and costs. Following a trial on the remaining claims against
Jordan, the court entered judgment against him and ordered that he pay the civil
penalties and restitution contained in the order on summary judgment, as well as
an award of $346,250.65 in attorney fees and $12,063.87 in costs.
Jordan timely appealed.
ANALYSIS
Jordan presents a constitutional challenge to the PVSA on First Amendment
grounds. He also assigns error to the trial court’s order that granted the State’s
motion for partial summary judgment on its claims against him in his individual
capacity for his and his companies’ private vocational school licensing violations,
CAA licensing violations, and CPA unfair practices and denial of his motion for
summary judgment. However, despite designating for appeal the trial court’s order
that denied his motion for summary judgment, Jordan does not specifically assign
error to that order or present citation to the record, analysis, or legal authority to
establish reversible error as to that order. As such, he has abandoned any
challenge to that order.
Further, neither Jordan’s motion to dismiss in the trial court nor his briefing
in this appeal clearly articulates whether he presents a facial or as-applied
constitutional challenge to the PVSA. However, we need not resolve this issue
-9- No. 86662-1-I/10
because, as explained infra, the PVSA is constitutional as applied to Jordan in this
matter. As such, the PVSA is therefore constitutional in some of its applications
and, consequently, not facially invalid. See United States v. Rahimi, 602 U.S. 680,
693 (2024) (To prevail on a facial constitutional challenge, “the Government need
only demonstrate that [the challenged statute] is constitutional in some of its
applications. And here the provision is constitutional as applied to the facts of [the
challenger’s] own case.”).
I. The PVSA is Not Unconstitutional As Applied to Jordan
Jordan first asserts that trial court erred when it denied his motion to dismiss
because the PVSA’s licensing requirement is an unconstitutional restriction of the
right to free speech under the First Amendment as applied to him. 19 Jordan is
incorrect. 20
19 His motion also argued that the PVSA’s licensing framework was an unconstitutional
prior restraint on his right to free speech. However, his appellate briefing does not reassert this basis. Therefore, he has abandoned that argument and we do not consider it. 20 On appeal, Jordan does not challenge the trial court’s adoption of the State’s
characterization of his motion to dismiss as one brought pursuant to CR 12(c). We review a CR 12(c) order de novo. Zurich Servs. Corp. v. Gene Mace Constr., LLC, 26 Wn. App. 2d 10, 19, 526 P.3d 46 (2023). Like a CR 12(b)(6) motion, the purpose of a CR 12(c) motion is to “determine if a plaintiff can prove any set of facts that would justify relief.” P.E. Sys., LLC v. CPI Corp., 176 Wn.2d 198, 203, 289 P.3d 638 (2012). On a CR 12(c) motion, “[f]actual allegations contained in the complaint are accepted as true.” Silver v. Rudeen Mgmt. Co., 197 Wn.2d 535, 542, 484 P.3d 1251 (2021). When applying the CR 12 standard, we grant the plaintiff the benefit of all reasonable inferences from the factual allegations in the complaint, as well as hypothetical facts consistent with the complaint. Trujillo v. Nw. Tr. Servs., Inc., 183 Wn.2d 820, 830, 355 P.3d 1100 (2015). Id. at 19-20 (alteration in original). We interpret statutes and constitutional provisions de novo. State v. TVI, Inc., 18 Wn. App. 2d 805, 814, 493 P.3d 763 (2021), aff’d, 1 Wn.3d 118, 524 P.3d 622 (2023).
- 10 - No. 86662-1-I/11
A. Freedom of Speech Principles under the First Amendment
The First Amendment, which applies to the states through the due process
clause of the Fourteenth Amendment, provides that “Congress shall make no
law . . . abridging the freedom of speech.” U.S. CONST. amend. I. Under the First
Amendment, a “government . . . ‘has no power to restrict expression because of
its message, its ideas, its subject matter, or its content.’” Reed v. Town of Gilbert,
576 U.S. 155, 163 (2015) (quoting Police Dep’t of Chicago v. Mosley, 408 U.S. 92,
95 (1972)).
When a regulation is challenged under the First Amendment as restricting
the right to free speech, a threshold inquiry is whether the regulation at issue
targets protected speech. See United States v. O’Brien, 391 U.S. 367, 376 (1968).
If so, a related question is whether the regulation restricts such speech based on
its content or whether the regulation is content-neutral. City of Austin v. Reagan
Nat’l Advert. of Austin, LLC, 596 U.S. 61, 76 (2022); Sorrell v. IMS Health Inc., 564
U.S. 552, 563-66 (2011). Thereafter, the regulation is subjected to differing levels
of scrutiny depending on whether it constrains, or is silent, as to the content of the
speech in question. City of Austin, 596 U.S. at 68 n.3. As recently summarized
by the Ninth Circuit Court of Appeals,
[l]aws that regulate speech based on its content are presumptively unconstitutional and subject to strict scrutiny. Reed v. Town of Gilbert, 576 U.S. 155, 163, 135 S. Ct. 2218, 192 L. Ed. 2d 236 (2015). Content-neutral laws, on the other hand, are subject to intermediate scrutiny. City of Austin v. Reagan Nat’l Advert. of Austin, LLC, 596 U.S. 61, 76, 142 S. Ct. 1464, 212 L. Ed. 2d 418 (2022).
NetChoice, LLC v. Bonta, 152 F.4th 1002, 1015 (9th Cir. 2025).
- 11 - No. 86662-1-I/12
The parties here dispute each of these issues with regard to whether the
PVSA, as applied to Jordan, unconstitutionally restricts his freedom of speech.
Accordingly, we consider each in turn.
B. Restrictions on Jordan’s Protected Speech under the PVSA
Jordan broadly asserts that the PVSA’s licensing requirement targets his
protected speech. To the extent that the PVSA restricts certain of his protected
speech while speaking as a private vocational school, Jordan is correct.
The United States Supreme Court has long recognized that the First
Amendment “protects commercial speech from unwarranted governmental
regulation.” Cent. Hudson Gas & Elec. Corp. v. Pub. Serv. Comm’n of N.Y., 447
U.S. 557, 561 (1980) (citing Va. State Bd. of Pharmacy v. Va. Citizens Consumer
Council, Inc., 425 U.S. 748, 761-62 (1976)). Commercial speech is “expression
related solely to the economic interests of the speaker and its audience” and “not
only serves the economic interest of the speaker, but also assists consumers and
furthers the societal interest in the fullest possible dissemination of information.”
Id. at 561-62. Commercial speech includes the “informational function of
advertising.” Id. at 563. The Court has also repeatedly “held that the creation and
dissemination of information are speech within the meaning of the First
Amendment.” IMS Health, 564 U.S. at 570; see also City of Austin, 596 U.S. at 72
(recognizing solicitation is protected speech). Relatedly, the Ninth Circuit, in
considering whether the information conveyed in vocational training constituted
protected speech, has reasoned that
- 12 - No. 86662-1-I/13
[t]here can be little question that vocational training is speech protected by the First Amendment. [An individual’s] “speech to [consumers] imparts a ‘specific skill’ or communicates advice derived from ‘specialized knowledge.’” [Holder v.] Humanitarian Law Project, 561 U.S. [1,] 27 [(2010)]. “Facts, after all, are the beginning point for much of the speech that is most essential to advance human knowledge and to conduct human affairs.” Sorrell v. IMS Health Inc., 564 U.S. 552, 570, 131 S. Ct. 2653, 180 L. Ed. 2d 544 (2011). And, important to this case, “[a]n individual’s right to speak is implicated when information [they possess] is subjected to ‘restraints on the way in which the information might be used’ or disseminated.” Id. at 568, 131 S. Ct. 2653 (quoting Seattle Times Co. v. Rhinehart, 467 U.S. 20, 32, 104 S. Ct. 2199, 81 L. Ed. 2d 17 (1984)).
Pac. Coast Horseshoeing Sch., Inc. v. Kirchmeyer, 961 F.3d 1062, 1069 (9th Cir.
2020) (some alterations in original).
Here, the State alleged that Jordan operated a private vocational school. In
so doing, he advertised his school to consumers. He also, through the operation
of his school, sought to disseminate information in his possession regarding
software and software sales to those consumers. Jordan did not at any relevant
time apply for or obtain such a license prior to operating or advertising as a private
vocational school.
The PVSA requires “[a]ny entity desiring to operate a private vocational
school” to “apply for a license.” RCW 28C.10.060. The PVSA defines “[t]o
operate” as “to establish, keep, or maintain any facility or location where, from, or
through which education is offered or educational credentials are offered or
granted to residents of this state, and includes contracting for the performance of
any such act.” RCW 28C.10.020(12). The act also mandates that a “private
vocational school . . . shall not conduct business of any kind, make any offers,
advertise or solicit, or enter into any contracts unless the private vocational school
- 13 - No. 86662-1-I/14
is licensed under this chapter.” RCW 28C.10.090. In addition, the act authorizes
penalties and sanctions for noncompliance with its provisions, including its
licensing requirement. See RCW 28C.10.130-.140. Therefore, as relevant here,
before a private vocational school can operate, advertise, or solicit, the PVSA
requires such a school to obtain a license from the State.
The State’s invocation of the PVSA plainly targets Jordan’s protected
speech. As set forth, supra, advertising, soliciting, and dissemination of
information constitute speech protected by the First Amendment. Jordan seeks to
advertise and solicit to consumers as a private vocational school about his school
and to disseminate to consumers information in his possession regarding software
and software sales. However, the PVSA requires him to obtain a license prior to
advertising or soliciting on any topic and prior to operating as a private vocational
school, irrespective of the education to be provided, and authorizes penalties
against him if he does not comply. The act thereby expressly burdens Jordan’s
ability to advertise and solicit to consumers as a private vocational school about
his program and has the effect of burdening his ability to disseminate the
information in his possession to consumers as a private vocational school. Thus,
Jordan is correct to the extent that when he speaks as a private vocational school
the PVSA targets his protected speech.
C. Content Neutrality and the PVSA
Jordan next contends that the PVSA constitutes a content-based restriction
on his protected speech. Because the act, as applied to Jordan, restricts his
protected speech based only on class or type, rather than on topic, subject matter,
- 14 - No. 86662-1-I/15
or viewpoint, its restrictions are content neutral and his contention on this point
fails.
1. United States Supreme Court Precedent Controls
Two decisions by the United States Supreme Court, its 2015 decision in
Reed v. Town of Gilbert and its 2022 decision in City of Austin v. Reagan National
Advertising of Austin, 21 are particularly instructive here. These decisions, and their
relationship with one another, were recently well summarized by the Ninth Circuit
sitting en banc in Project Veritas v. Schmidt, 125 F.4th 929 (9th Cir. 2025), cert.
denied sub nom., Project Veritas v. Vasquez, No. 24-1061 (U.S. Oct. 6, 2025).
In 2015, the Supreme Court decided Reed v. Town of Gilbert, a case concerning a sign code that imposed varying restrictions on different types of signs—ideological signs, political signs, and temporary directional signs. 576 U.S. 155, 159-60, 135 S. Ct. 2218, 192 L. Ed. 2d 236 (2015). The code imposed the most stringent restrictions on temporary directional signs. Id. at 160, 135 S. Ct. 2218. A local church that had displayed temporary signs to direct people to its upcoming services challenged the statute after it was cited for violating the code’s restrictions. Id. at 161, 135 S. Ct. 2218. The Reed Court held that the Town of Gilbert’s sign code was facially content based because the restrictions that applied to a given sign “depend[ed] entirely on the communicative content of the sign.” Id. at 164, 135 S. Ct. 2218. “If a sign informs its reader of the time and place a book club will discuss John Locke’s Two Treatises of Government, that sign will be treated differently from a sign expressing the view that one should vote for one of Locke’s followers in an upcoming election, and both signs will be treated differently from a sign expressing an ideological view rooted in Locke’s theory of government.” Id. Although the town may have had a benign purpose in enacting the code, Reed stated that courts must “consider[] whether a law is content neutral on its face before turning to the law’s justification or purpose.” Id. at 166, 135 S. Ct. 2218.
Project Veritas, 125 F.4th at 947-48 (alterations in original).
21 We note that the Court’s 2022 decision in City of Austin was issued nearly a year before
Jordan filed his motion to dismiss in this matter in April 2023.
- 15 - No. 86662-1-I/16
The Ninth Circuit then discussed the Supreme Court’s subsequent
“clarifying decision” in City of Austin that undercut the reasoning in one of the
circuit’s decisions broadly interpreting Reed. Id. at 948. According to the Ninth
Circuit, in City of Austin,
the Court considered a First Amendment challenge that centered on a distinction in Austin’s sign code between off-premises signs (i.e., signs that advertise goods or services available at a location separate from where the sign was installed) and on-premises signs (i.e., signs that advertise goods or services available at the location of the sign). [City of Austin, 596 U.S.] at 66, 142 S. Ct. 1464. Because the regulatory scheme drew “distinctions based on the message a speaker convey[ed],” Reed, 576 U.S. at 163-64, 135 S. Ct. 2218, the plaintiff argued it was content based. City of Austin, 596 U.S. at 69, 74, 142 S. Ct. 1464. City of Austin firmly rejected the proposition that a “regulation cannot be content neutral if it requires reading the sign at issue,” id. at 69, 142 S. Ct. 1464, and emphasized “that restrictions on speech may require some evaluation of the speech and nonetheless remain content neutral,” id. at 72, 142 S. Ct. 1464. Ultimately, City of Austin held that Austin’s sign ordinance was content neutral because it “require[d] an examination of speech only in service of drawing neutral, location-based lines.” Id. at 69, 142 S. Ct. 1464.
Project Veritas, 125 F.4th at 948 (emphasis added) (alterations in original).
Elaborating on the Court’s reasoning in City of Austin, the Ninth Circuit continued
as follows:
To further illustrate this controlling principle, City of Austin relied on earlier Supreme Court cases addressing restrictions on solicitation. “To identify whether speech entails solicitation, one must read or hear it first,” but Supreme Court precedent has long held that “restrictions on solicitation are not content based and do not inherently present ‘the potential for becoming a means of suppressing a particular point of view,’ so long as they do not discriminate based on topic, subject matter, or viewpoint.” [City of Austin, 596 U.S.] at 72, 142 S. Ct. 1464 (citation omitted). City of Austin cited the Court’s prior decision in Heffron v. International Society for Krishna Consciousness, Inc., 452 U.S. 640, 101 S. Ct. 2559, 69 L. Ed. 2d 298 (1981). See City of Austin, 596 U.S. at 72, 142 S. Ct. 1464. There, the Court confronted a Minnesota
- 16 - No. 86662-1-I/17
statute that limited sale, distribution, and solicitation activities at the Minnesota State Fair to a particular location within the fairgrounds. Heffron, 452 U.S. at 643-44, 101 S. Ct. 2559. The case arose when Krishna practitioners were prohibited from distributing religious literature and soliciting donations outside the designated location at the fair. Id. at 646, 655, 101 S. Ct. 2559. The Court observed that the statute was not “based upon either the content or subject matter of speech,” noting that the statute applied “evenhandedly to all who wish to distribute and sell written materials or to solicit funds.” Id. at 648-49, 101 S. Ct. 2559 (citation omitted). Thus, although the statute implicated the content of speech—in the sense that its application turned on whether the speech could be characterized as “solicitation”—it did so in a manner that was neutral with respect to the message that individual speakers expressed. Id.; see also City of Austin, 596 U.S. at 73-74, 142 S. Ct. 1464 (rejecting the view that examination of speech “inherently triggers heightened First Amendment concern”). The Minnesota statute did not evince an intent to favor or disfavor a particular message or speaker. Further illuminating this threshold principle, City of Austin drew upon Members of City Council of Los Angeles v. Taxpayers for Vincent[, 466 U.S. 789 (1984)]. See 596 U.S. at 73, 142 S. Ct. 1464. There, the Court concluded that an ordinance prohibiting posting signs on public property was content neutral, even though the law included exemptions for, among other things, markers commemorating “historical, cultural, or artistic event[s].” Taxpayers for Vincent, 466 U.S. at 791 n.1, 804, 817, 104 S. Ct. 2118. The Court noted that the “general principle” forbidding a government from “favor[ing] some viewpoints or ideas at the expense of others” had “no application” because there was “not even a hint of bias or censorship in the City’s enactment or enforcement of” the ordinance at issue. Id. at 804, 104 S. Ct. 2118; see also Renton v. Playtime Theatres, Inc., 475 U.S. 41, 43, 48, 106 S. Ct. 925, 89 L. Ed. 2d 29 (1986) (concluding that a zoning ordinance that placed restrictions on the location of movie theatres based on whether they presented adult content was content neutral because it was not aimed at “suppress[ing] the expression of unpopular views”).
Project Veritas, 125 F.4th at 948-49 (some alterations in original). From this, the
Ninth Circuit reasoned that
[t]hese precedents recognize that the “the rationale [for] the general prohibition” on content-based regulations “is that content discrimination raises the specter that the Government may effectively drive certain ideas or viewpoints from the marketplace.” Davenport v. Wash. Educ. Ass’n, 551 U.S. 177, 188, 127 S. Ct. 2372,
- 17 - No. 86662-1-I/18
168 L. Ed. 2d 71 (2007) (internal quotation marks omitted) (quoting R.A.V. [v. City of St. Paul], 505 U.S. [377,] 387 [(1992)]). This concern is present not only when a regulation discriminates on the basis of viewpoint, Rosenberger v. Rector & Visitors of Univ. of Va., 515 U.S. 819, 829, 115 S. Ct. 2510, 132 L. Ed. 2d 700 (1995), but also when a regulation restricts “discussion of an entire topic,” Consol. Edison Co. of N.Y. v. Pub. Comm’n of N.Y., 447 U.S. 530, 537, 100 S. Ct. 2326, 65 L. Ed. 2d 319 (1980). See Reed, 576 U.S. at 168-69; see also id. at 182, 135 S. Ct. 2218 (Kagan, J., concurring in the judgment). Critically, City of Austin reaffirmed that this concern is not necessarily implicated by every regulation that depends on the content of protected speech. See City of Austin, 596 U.S. at 73-74, 142 S. Ct. 1464. Put another way, not every regulation that turns on the content of speech in the loosest sense is content based in the constitutional sense. A regulation may remain content neutral despite touching on content to distinguish between classes or types of speech—such as speech that constitutes solicitation, Heffron, 452 U.S. at 649-50, 101 S. Ct. 2559, or speech that draws neutral, location-based distinctions, City of Austin, 596 U.S. at 69, 142 S. Ct. 1464—so long as it does not discriminate on the basis of viewpoint or restrict discussion of an entire topic. See City of Austin, 596 U.S. at 73-74, 142 S. Ct. 1464; Reed, 576 U.S. at 168-69. 135 S. Ct. 2218. Thus, a regulation that restricts speech involving solicitation, or involving a police officer, may be content neutral. As the Supreme Court has plainly stated, regulations that “confer benefits or impose burdens on speech without reference to the ideas or views expressed are in most instances content neutral.” Turner [Broad. Sys., Inc. v. FCC], 512 U.S. [622,] 643 [(1994)] (emphasis added).
Project Veritas, 125 F.4th at 949-50 (emphasis added) (some alterations in
original).
2. The PVSA is Content Neutral As Applied to Jordan
Applying the foregoing principles to the matter before us, the PVSA is
content neutral as applied to Jordan. Although the act’s licensure requirement
burdens his ability to speak as a private vocational school and with regard to a
class or type of speech such as advertising, soliciting, or educating, the PVSA does
so in a content-agnostic manner.
- 18 - No. 86662-1-I/19
First, the PVSA is content neutral on its face. As set forth, supra, the
licensing requirement set out in the PVSA expressly burdening a private vocational
school’s ability to advertise or solicit does not identify a specific topic, subject
matter, or viewpoint about which advertising is prohibited but, rather, prohibits any
advertising or soliciting by unlicensed private vocational schools. See RCW
28C.10.090. Similarly, in burdening a private vocational school’s ability to operate
and thereby implicitly burdening its ability to disseminate educational information
in its possession to consumers, the act is disinterested as to the educational
content sought to be provided by such a school, defining “education” as including,
but “not limited to, any class, course, or program of training, instruction, or study.”
RCW 28C.10.020(4) (emphasis added). Insofar as Jordan seeks to advertise,
solicit, or educate as a private vocational school, the PVSA’s licensing requirement
is silent as to the particular content of such speech.
Furthermore, the PVSA is not motivated by an improper purpose or
premised on an improper justification. Indeed, “[t]he government may ban forms
of communication more likely to deceive the public than to inform it.” Cent.
Hudson, 447 U.S. at 563 (emphasis added). As set forth, supra, our legislature
enacted the PVSA with the intention of “protect[ing] against practices by private
vocational schools which are false, deceptive, misleading, or unfair.” RCW
28C.10.010.
Here, the State’s complaint against Jordan and Prehired LLC was
predicated on his false, deceptive, misleading, and unfair practices, not based on
the subject matter, topic, or viewpoint of the information about which he sought to
- 19 - No. 86662-1-I/20
advertise, solicit, or educate. Jordan does not otherwise present us with evidence
indicating an improper motivation or justification on the part of the legislature
generally or the State in this suit. Thus, he has not established that “there is
evidence that an impermissible purpose or justification underpins” the PVSA’s
facially content neutral restriction. See City of Austin, 596 U.S. at 76.
3. Jordan’s Assertions of Constitutional Infringement are Unavailing
Jordan’s briefing nevertheless advances several assertions in support of
the proposition that the PVSA’s licensing framework sets forth a content-based
restriction of his protected speech. However, each of these assertions fails.
Jordan first relies on certain reasoning set forth in the Ninth Circuit’s
decision in Pacific Coast Horseshoeing. However, subsequent decisional
authority by the United States Supreme Court and the Ninth Circuit has undercut
that reasoning.
In Pacific Coast Horseshoeing, the Ninth Circuit panel ruled that a statute
regulating a private vocational school seeking to provide education on
horseshoeing was content based. There, the court held that the challenged statute
restricted speech based on its content, “[i]n sum,” because it “‘requires authorities
to examine the contents of a message to see if a violation has occurred.’” 961
F.3d at 1073 (quoting Tschida v. Motl, 924 F.3d 1297, 1303 (9th Cir. 2019) (citing
McCullen v. Coakley, 573 U.S. 464, 479-80 (2014))). Two years later, however,
the Supreme Court in City of Austin firmly rejected this analytical framework
stating,
- 20 - No. 86662-1-I/21
The Court of Appeals interpreted Reed to mean that if “[a] reader must ask: who is the speaker and what is the speaker saying” to apply a regulation, then the regulation is automatically content based. This rule, which holds that a regulation cannot be content neutral if it requires reading the sign at issue, is too extreme an interpretation of this Court’s precedent.
596 U.S. at 69 (emphasis added) (alteration in original) (citation omitted).
Consequently, the Ninth Circuit, sitting en banc in 2025, noted that it had relied on
the same extreme interpretation in Animal Legal Defense Fund v. Wasden, 878
F.3d 1184 (9th Cir. 2018) and recognized that the Court’s City of Austin decision
“undercut [that] reasoning.” Project Veritas, 125 F.4th at 948. Therefore, the
Supreme Court, as well as the Ninth Circuit, though not mentioning Pacific Coast
Horseshoeing by name, rejected the aforementioned reasoning therein. Thus,
Jordan’s reliance on Pacific Coast Horseshoeing in this regard is misplaced.
Jordan next relies on Pacific Coast Horseshoeing and the Court’s decision
in IMS Health in support of the notion that the PVSA regulates the content of his
speech because the act sets forth both a speaker-based and content-based
regulation of speech. Jordan’s reliance, as applied to this matter, is unavailing.
He correctly identifies that the regulations at issue in IMS Health and Pacific
Coast Horseshoeing not only expressly identified disfavored speakers
(pharmaceutical manufacturers and private vocational schools, respectively) but
also disfavored content (the marketing of prescriber-identifying information and the
dissemination of information on horseshoeing). See IMS Health, 564 U.S. at 564;
Pac. Coast Horseshoeing, 961 F.3d at 1070-72. Here, although the PVSA plainly
disfavors private vocational schools as speakers and restricts certain of such
schools’ protected speech, the act is, as analyzed herein, neutral as to the topics,
- 21 - No. 86662-1-I/22
subject matter, and viewpoints that such a school might seek to express. Thus,
Jordan’s reliance on the foregoing decisional authority is ineffective. 22
Finally, Jordan asserts that because the PVSA indicates that its provisions
apply only to private vocational schools and do not apply to entities providing
professional, vocational, avocational, and recreational education, the PVSA
restricts his speech based on its content. Again, Jordan is incorrect.
As an initial matter, although RCW 28C.10.030 sets forth that the PVSA’s
provisions do not apply to certain education-providing entities, it does not logically
follow that such entities are unregulated by the State, and a brief review of its
subsections reveals as much. See RCW 28C.10.030(1)-(11). Furthermore,
Jordan fails to present argument or analysis in support of the notion that he is
subjected to a different burden in this case than the education providers excluded
by that statutory provision.
In addition, as discussed herein, the mere fact that a statute that
distinguishes between categories of speakers who seek to disseminate
information does not constitute a content-based restriction on speech. Nor, for
that matter, does identifying those speakers as professional, vocational,
avocational, or recreational, without more, convert the PVSA into an improper
content-based regulation. Indeed, “restrictions on speech may require some
evaluation of the speech and nonetheless remain content neutral.” City of Austin,
596 U.S. at 72. Jordan does not present persuasive argument or authority in
22 Jordan also does not present any analysis or decisional authority in support of the proposition that a regulation is unconstitutional if it targets disfavored speakers without also targeting the specific content of their speech.
- 22 - No. 86662-1-I/23
support of the notion that such categorization of speakers either facially, or in
effect, burdens speech based on the subject matter, topic, or viewpoints sought to
be disseminated by such speakers. Thus, for the foregoing reasons, the PVSA is
content neutral as applied to Jordan, and his assertions to the contrary fail. 23
D. The PVSA As Applied to Jordan Survives Intermediate Scrutiny
The State asserts that intermediate scrutiny is the appropriate standard by
which to review the PVSA and, under such scrutiny, the PVSA is constitutional. As
to both assertions, we agree.
Because the PVSA sets forth a content-neutral restriction on protected
speech, we review the challenged portions of the act with intermediate scrutiny.
See City of Austin, 596 U.S. at 76. “[T]o survive intermediate scrutiny, a restriction
on speech or expression must be ‘narrowly tailored to serve a significant
governmental interest.’” Id. (internal quotation marks omitted) (quoting Ward v.
Rock Against Racism, 491 U.S. 781, 791 (1989)). Under that standard, a law will
survive review “if it advances important governmental interests unrelated to the
suppression of free speech and does not burden substantially more speech than
necessary to further those interests.” Turner Broad. Sys., Inc. v. FCC, 520 U.S.
180, 189 (1997) (Turner II).
“Untruthful speech, commercial or otherwise, has never been protected for
its own sake.” Va. State Bd. of Pharmacy, 425 U.S. at 771; see also IMS Health,
23 Given that the PVSA is content-neutral and intermediate scrutiny applies, and given the
court’s analysis in City of Austin, 596 U.S. at 76, we need not resolve whether the PVSA specifically regulates commercial speech, non-commercial speech, or an inextricable intertwining of both. See TVI, 1 Wn.3d at 130-31.
- 23 - No. 86662-1-I/24
564 U.S. at 579 (“[T]he government’s legitimate interest in protecting consumers
from ‘commercial harms’ explains ‘why commercial speech can be subject to
greater governmental regulation than noncommercial speech,’” with such harms
including “‘the risk of fraud.’” (quoting City of Cincinnati v. Discovery Network, Inc.,
507 U.S. 410, 426 (1993); R.A.V., 505 U.S. at 388-89)); Zauderer v. Off. of
Disciplinary Couns., 471 U.S. 626, 638 (1985) (“The States and the Federal
Government are free to prevent the dissemination of commercial speech that is
false, deceptive, or misleading.”).
Here, the State’s cause of action against Jordan pursuant to the PVSA
sought to protect Washington consumers against fraudulent, deceptive,
misleading, or unfair practices by his private vocational school. See RCW
28C.10.010. The act does so, in large part, by requiring him to obtain a license
prior to operating as a private vocational school and, generally speaking, by
prohibiting him from engaging in commerce as a private vocational school without
a license.
The PVSA, as applied to Jordan, serves a significant governmental interest
and is narrowly tailored to serve that interest. Preventing the dissemination of
untruthful speech is an important governmental interest. Va. Pharmacy Bd., 425
U.S. at 771. The United States Supreme Court has long recognized that
“[u]ntruthful speech, commercial or otherwise, has never been protected for its own
sake.” Id. (citing Gertz v. Robert Welch, Inc., 418 U.S. 323, 340 (1974);
Konigsberg v. State Bar of Cal., 366 U.S. 36, 49 and n.10 (1961)). In addition, the
PVSA does not burden substantially more of Jordan’s speech than necessary to
- 24 - No. 86662-1-I/25
achieve the legislature’s interest. As discussed, the act imposes a burden on his
ability to operate and engage in commerce as a private vocational school without
first obtaining a license from the State, which has the effect of burdening his ability
to engage in advertising and dissemination of information as a private vocational
school. However, such a framework is well-tailored to promoting the State’s
interest in combatting untruthful speech by private vocational schools; if Jordan
cannot speak in commerce to Washington consumers as a private vocational
school, he cannot engage in fraudulent, misleading, deceptive, or unfair practices
in commerce as such a school. The PVSA’s interference in his protected speech,
therefore, is in “proportion to the interest served.” See In re R.M.J., 455 U.S. 191,
203 (1982). 24
Thus, the PVSA’s licensing requirement is narrowly tailored to serve a
significant governmental interest. Accordingly, as applied to Jordan, the PVSA
does not set forth an unconstitutional restriction on his right to free speech under
the First Amendment.
II. Summary Judgment against Jordan Individually under the PVSA, CPA, and CAA was Proper
Jordan next contends that the trial court erred when it granted the State’s
motion for partial summary judgment on the PVSA, CPA, and CAA claims against
him in his individual capacity. The trial court did not err.
24 Although the Court’s decision in City of Austin did not expressly identify that a content
neutral law must also leave open adequate alternatives for the burdened speech, we conclude that the PVSA does so as applied to Jordan. Despite the provisions of the PVSA, Jordan remains able to advertise and disseminate information regarding software and software sales, he must merely do so either with the required license or outside of the means of a private vocational school.
- 25 - No. 86662-1-I/26
A. Standard and Scope of Summary Judgment Review
We recently set forth the applicable standard of review as follows:
We . . . review a trial court’s order granting a motion for summary judgment de novo. Frisino v. Seattle Sch. Dist. No. 1, 160 Wn. App. 765, 776, 249 P.3d 1044 (2011). We undertake the same inquiry as the trial court and consider the evidence and the reasonable inferences from it in the light most favorable to the nonmoving party. Wilson v. Steinbach, 98 Wn.2d 434, 437, 656 P.2d 1030 (1982); Schaaf v. Highfield, 127 Wn.2d 17, 21, 896 P.2d 665 (1995). Summary judgment is appropriate where there is “no genuine issue as to any material fact and . . . the moving party is entitled to a judgment as a matter of law.” CR 56(c); Elcon Constr., Inc. v. E. Wash. Univ., 174 Wn.2d 157, 164, 273 P.3d 965 (2012). By cross moving for summary judgment, the parties concede there are no material issues of fact. Pleasant v. Regence BlueShield, 181 Wn. App. 252, 261, 325 P.3d 237 (2014) (citing Tiger Oil Corp. v. Dep’t of Licensing, 88 Wn. App. 925, 930, 946 P.2d 1235 (1997)).
Hobbs v. Hankerson, 21 Wn. App. 2d 628, 632, 507 P.3d 422 (2022) (some
alteration in original). Furthermore,
[o]nce the moving party shows there are no genuine issues of material fact, the nonmoving party must bring forth specific facts to rebut the moving party’s contentions. [Elcon Constr., 174 Wn.2d at 169.] The nonmoving party must put forth admissible evidence showing the existence of a triable issue. [Seven Gables Corp. v. MGM/UA Entm’t Co., 106 Wn.2d 1, 13, 721 P.2d 1 (1986).] It cannot rely on the allegations contained in its pleadings, conclusory statements, or speculation. [Elcon Constr., 174 Wn.2d at 169; Young v. Key Pharms., Inc., 112 Wn.2d 216, 225, 770 P.2d 182 (1989).] If the “nonmoving party fails to controvert relevant facts supporting a summary judgment motion, those facts are considered to have been established.” [Cent. Wash. Bank v. Mendelson-Zeller, Inc., 113 Wn.2d 346, 354, 779 P.2d 697 (1989).]
He v. Norris, 3 Wn. App. 2d 235, 238, 415 P.3d 1219 (2018) (emphasis added)
(footnotes omitted).
Here, the State moved for partial summary judgment on its causes of action
against Jordan in his individual capacity for violating the PVSA, CPA, and CAA. In
- 26 - No. 86662-1-I/27
so doing, the State presented Jordan’s responses in his answer to the State’s
amended complaint along with multiple declarations and hundreds of pages of
exhibits (including numerous excerpts from Jordan’s deposition). In reliance on
those facts, the State argued that it was undisputed that: Jordan founded, owned,
managed, and controlled Prehired LLC; he operated Prehired LLC as an
unlicensed private vocational school; he knew he was violating Washington law;
Prehired LLC solicited and advertised to Washington consumers; he caused
Prehired LLC to enter into payment and financing contracts with Washington
consumers without a license; he, personally and through his companies, collected
and attempted to collect payments from Washington consumers without a license;
and he personally benefited and profited from Prehired LLC’s unlawful conduct.
In his opposition brief, Jordan argued that the State’s causes of actions and
remedies sought against him in his individual capacity deprived him of certain
constitutional rights, were in violation of certain constitutional provisions, and
misinterpreted the provisions of the CPA, PVSA, and CAA. In so doing, Jordan
did not meaningfully controvert any of the relevant facts presented as undisputed
in the State’s summary judgment motion.
Also around this time, Jordan filed a motion for summary judgment
dismissal against all the causes of action alleged by the State against him in his
individual capacity. This necessarily included the State’s claims brought against
him pursuant to the PVSA, CPA, and CAA. As a result, both the State and Jordan
conceded that there were no material issues of fact as to the causes of action
brought under those statutory chapters. Therefore, the facts alleged by the State
- 27 - No. 86662-1-I/28
were not only properly considered to have been established before the trial court,
see He, 3 Wn. App. 2d at 238, but also were conceded as setting forth no genuine
issue of material fact for trial, see Hankerson, 21 Wn. App. 2d at 632. The trial
court later granted the State’s motion and entered an order identifying numerous
facts on which it relied in applying the law set forth in its order.
On appeal, Jordan does not meaningfully dispute whether those facts
accurately represented the uncontroverted facts in this matter. Accordingly, the
question before us is strictly whether the trial court correctly determined that the
State was entitled to judgment as a matter of law in light of the facts before it and
the causes of action presented in the State’s motion.
B. Order Granting Partial Summary Judgment
Jordan asserts that the trial court erred when it determined that the State
was entitled to judgment as a matter of law on the claims set forth in its partial
summary judgment motion. Jordan’s assertion fails.
1. Individual Liability under the PVSA, CPA, and CAA
The PVSA, CPA, and CAA are remedial statutes, which we construe
liberally to serve their purposes. See State v. Living Essentials, LLC, 8 Wn. App.
1, 15, 436 P.3d 857 (2019). Our state Supreme Court, with regard to the CPA,
has held that
there is long-standing precedent in Washington holding that individuals may be personally liable for a CPA violation if they “participate[] in the wrongful conduct, or with knowledge approve[] of the conduct.” State v. Ralph Williams’ N.W. Chrysler Plymouth, Inc., 87 Wn.2d 298, 322, 553 P.2d 423 (1976). Liability for such participation or approval does not depend on piercing the corporate
- 28 - No. 86662-1-I/29
veil. Id. This is consistent with the CPA’s plain language, which authorizes the attorney general to bring an action “against any person to restrain and prevent the doing of any act herein prohibited or declared to be unlawful,” RCW 19.86.080(1) (emphasis added), and which defines “person” to include, “where applicable, natural persons,” as well as corporate entities, RCW 19.86.010(1).
State v. Arlene’s Flowers, Inc., 193 Wn.2d 469, 535, 441 P.3d 1203 (2019)
(emphasis added) (alterations in original).
Similarly, the plain language of the PVSA makes it unlawful for an “entity”
to operate a private vocational school without a license, see RCW 28C.10.060,
defines an “[e]ntity” to include “a person,” see RCW 28C.10.020(6), and makes its
unlawful for a private vocational school to engage in certain commercial activity
without a license, see RCW 28C.10.090. The PVSA further sets forth that “[a]ny
private vocational school or agent violating RCW 28C.10.060, 28C.10.090, or
28C.10.110 . . . is subject to a civil penalty.” RCW 28C.10.130(1) (emphasis
added). The act defines “[a]gent” broadly to include
a person owning an interest in, employed by, or representing for remuneration a private vocational school within or without this state, who enrolls or personally attempts to secure the enrollment in a private vocational school of a resident of this state, offers to award educational credentials for remuneration on behalf of a private vocational school, or holds [themselves] out to residents of this state as representing a private vocational school for any of these purposes.
RCW 28C.10.010(2).
Liability under the plain language of the CAA parallels that of the CPA and
the PVSA. The CAA authorizes, “[n]otwithstanding any other actions which may
be brought under the laws of this state, the attorney general or the prosecuting
attorney of any county within the state may bring an action in the name of the state
- 29 - No. 86662-1-I/30
against any person to restrain and prevent any violation of this chapter.” RCW
19.16.460. The CAA defines “[p]erson” as including an “individual, firm,
partnership, trust, joint venture, association, or corporation.” RCW 19.16.100(13).
Taken together, it logically follows that an individual’s liability under the plain
language of the PVSA and the CAA does not depend on piercing the corporate
veil, and as with the CPA, such an individual can be liable for violations of those
acts if they participate in the wrongful conduct or with knowledge approve of it.
See Arlene’s Flowers, 193 Wn.2d at 535.
2. PVSA Determination at Summary Judgment
Jordan first contends that the trial court erred when it concluded that the
State was entitled to judgment as a matter of law on its PVSA claim against him in
his individual capacity for his conduct and that of Prehired LLC. Jordan’s argument
As referenced in the trial court’s order, the PVSA defines a “[p]rivate
vocational school” as “any location where an entity is offering postsecondary
education in any form or manner for the purpose of instructing, training, or
preparing persons for any vocation or profession.” RCW 28C.10.020(7). Under
the PVSA, an entity seeking to operate, advertise, solicit, offer, or enter into
contracts in Washington as a private vocational school must obtain or have a
license beforehand. RCW 28C.10.060, .090. The PVSA authorizes, among other
things, civil penalties for a violation of its provisions, see RCW 28C.10.130, and
any violation of the PVSA “affects the public interest and is an unfair or deceptive
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act or practice in violation of RCW 19.86.020 of the consumer protection act.”
RCW 28C.10.210.
Here, the following is uncontroverted:
• Jordan founded, owned, and managed several related companies,
including Prehired LLC; exercised control over the companies’
functions; and directed their operations.
• He, individually or through Prehired LLC, operated a postsecondary
program of training that taught skills or knowledge for the purpose of
preparing an individual for a vocation; and operated and conducted
business in Washington.
• In so doing, he enrolled and contracted with at least 67 Washington
consumers and advertised Prehired LLC’s educational services
online in Washington through Prehired LLC’s website, such that
Washington residents visited its website at least 17,073 times.
• During this time, Jordan did not apply for or obtain a license for
Prehired LLC to engage in the aforementioned conduct as a private
vocational school in Washington.
From these facts, the court concluded that Prehired LLC operated,
advertised, solicited, offered, and entered into contracts in Washington as a private
vocational school without a license and Jordan, either personally or through
Prehired LLC, participated in or knowingly approved of this conduct. Given this,
the trial court correctly determined that Jordan was individually liable under the
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PVSA, that his conduct violated the PVSA, and that each of his PVSA violations
also constituted a CPA violation. The trial court did not err in so concluding.
Jordan nevertheless contends that he cannot be liable for Washington
consumer’s visits to Prehired LLC’s website because “the State did not allege it
sought to hold Mr. Jordan liable for website visits.” However, the State’s amended
complaint plainly stated in paragraph 5.63 that “Prehired [LLC] also has advertised
to Washington consumers . . . though its own website,” the State’s amended
pleading otherwise repeatedly references Prehired LLC’s website, and the State’s
PVSA cause of action against him expressly references the text of RCW
28C.10.090 prohibiting a private vocational school from advertising without a
license. Thus, Jordan’s contention fails.
Jordan next asserts that the trial court’s imposition of civil penalties against
him under the PVSA and the CPA for Washington consumers’ visits to Prehired
LLC’s website was an unconstitutional restriction of his right to free speech under
the First Amendment. However, he does not present analysis, statutory
interpretation, or persuasive citation to the record in support of the applicability of
the single decisional authority on which he relies for his assertion. Therefore, we
decline to consider this aspect of his argument on appeal. See RAP 10.3(a)(6).
Jordan also contends that the trial court erred when it determined that
Prehired LLC’s website advertising constituted a violation of the PVSA because,
according to Jordan, the PVSA “does not even regulate websites.” Because we
interpret the PVSA broadly and the PVSA prohibits, without qualification,
advertising by an unlicensed private vocational school, this claim fails as well.
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Thus, Jordan does not establish an entitlement to appellate relief in his challenges
to the trial court’s ruling on summary judgment as to the cause of action under the
PVSA.
3. CPA Determination at Summary Judgment
Jordan next avers that the trial court erred when it concluded that judgment
as a matter of law was warranted as to the State’s claims against him under the
CPA. Jordan is incorrect.
The trial court properly identified that the CPA forbids “unfair and deceptive
acts or practices in the conduct of any trade or commerce,” RCW 19.86.020, and
that a CPA violation may be established as injurious to the public interest on the
basis that it “had the capacity to injure other persons.” RCW 19.86.093(3)(b).
Here, it is undisputed that Jordan, individually and through Prehired LLC,
advertised, marketed, solicited business from and entered into contracts with
Washington consumers; represented to at least 40 of those consumers who signed
Prehired LLC’s ISAs that the ISAs were not loans or debt; and, as to 42 of those
signed ISAs, did not include the required Federal Trade Commission’s “Holder
Rule” language. 25
25 As described in a footnote by the Ninth Circuit in Kilgore v. KeyBank, National Ass’n, 718
F.3d 1052, 1056 n.3 (9th Cir. 2013), The Federal Trade Commission promulgated the Holder Rule in 1975 in response to concerns that sellers of goods and services were increasingly separating “the consumer’s duty to pay from the seller’s duty to perform” either by selling loan instruments to a third party after execution or by acting as a conduit between purchasers and third-party lenders. Promulgation of Trade Regulation Rule and Statement of Basis and Purpose, 40 Fed. Reg. 53,506, 53,507 (Nov. 18, 1975) (emphasis omitted) (codified at 16 C.F.R. pt. 433). The Rule requires consumer credit contracts to include the following language: “ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF
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Taken together, the court reasoned that Jordan, individually and through
Prehired LLC, engaged in trade or commerce under the CPA with Washington
consumers, variously misrepresented the nature of the ISAs as financial
instruments to those consumers, and failed to include the federally-required
language in those financial instruments provided to and signed by those
consumers. Given this, the court concluded that Jordan participated in and
knowingly approved of Prehired LLC’s conduct, such conduct constituted unfair
and deceptive acts and practices in trade or commerce, and such
misrepresentations and omissions had the capacity to deceive a significant
number of consumers and, therefore, violated the CPA. The court did not err in so
concluding. 26
As part of its CPA determination, the court also identified that the PVSA sets
forth that contracts for payment to an unlicensed private vocational school are
unenforceable, see RCW 28C.10.180, and the public interest can be implicated
under the CPA when, among other things, the alleged acts were committed in the
GOODS OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF.” 16 C.F.R. § 433.2(a). 26 Jordan nevertheless asserts that the trial court erred when it determined that he
misrepresented to Washington consumers that the ISAs were not loans or debt. This is so, he contends, because the court relied on the State’s argument in its summary judgment motion that, in turn, was predicated on guidance issued by the federal CFPB either during or after the ISAs in question were signed. Therefore, according to Jordan, the trial court’s order had the effect of retroactively punishing him for his conduct. However, we need not address this issue because Jordan waived it during the pleadings stage of this case. Paragraph 5.36 of the State’s amended complaint alleged that the “United States Department of Education and the [CFPB] have found that ISAs used to finance expenses for postsecondary education are private education loans.” And, in his answer, Jordan responded, “Prehired Defendants admit the allegations in Paragraph 5.36 with respect to the Consumer Financial Protection Bureau, but are without knowledge or information sufficient to form a belief as to the truth of the allegations concerning the U.S. Department of Education.” (Emphasis added.) Thus, for the purpose of this case, Jordan admitted that his ISAs were loans. Accordingly, his assertion fails.
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course of a defendant’s business, part of a pattern of conduct by the defendant,
and affected many consumers. Hangman Ridge Training Stables, Inc. v. Safeco
Title Ins. Co., 105 Wn.2d 778, 789-90, 719 P.2d 531 (1986).
It is uncontroverted here that Jordan, individually and through Prehired LLC,
operated an unlicensed private vocational school in Washington, represented to
Washington consumers that Prehired LLC’s ISAs were enforceable, demanded
and collected 175 payments from those consumers pursuant to the terms of those
ISAs, and, in attempting to collect payment on defaulted ISAs, contacted and
settled the obligation identified in the ISAs with five of those consumers.
From this, the court concluded that Jordan participated in and knowingly
approved of Prehired LLC’s conduct, such actions violated the CPA because
Prehired LLC’s ISAs and other contracts for payment arising from its operation of
an unlicensed private vocational school were unenforceable, his actions in seeking
to enforce those unenforceable contracts were unfair under the CPA, and such
actions were committed in the course of his business, part of his pattern of conduct,
and harmed many Washington consumers. Thus, the court did not err when it
concluded that Jordan was individually liable under the CPA. 27
27 On appeal, Jordan asserts that the State relied on the responsible corporate office doctrine to establish his individual liability. Jordan is incorrect, as the State plainly relied on his participation and knowing approval of the misconduct here to establish his individual liability. Additionally, to the extent that Jordan asserts that because he did not know that his conduct was improper he is not liable under the CPA, this assertion fails as well. We interpret the CPA broadly and therefore focus on a defendant’s knowledge of the conduct itself, not whether such conduct was improper.
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4. CAA Determination at Summary Judgment
Finally, Jordan argues that the trial court erred when it determined at
summary judgment that he was individually liable under the CAA as a matter of
law. Again, his assertion fails.
As identified by the trial court, the CAA prohibits the operation as a
collection agency or an out-of-state collection agency in Washington without a
license, see RCW 19.16.110, and sets forth that a violation of RCW 19.16.110
constitutes an unfair or deceptive act or practice in the conduct of trade or
commerce under the CPA, see RCW 19.16.440. The trial court also correctly
reasoned that Jordan and his companies acted as collection agencies and out-of-
state collection agencies as defined in RCW 19.16.100(4) and (12).
Here, it was uncontroverted that Jordan, either himself or through his
companies, never obtained a license as a collection agency in Washington,
transferred and assigned past due ISAs to his other companies for the express
purpose of collection, filed six collection actions in Delaware against Washington
consumers, and directed one of his companies to file arbitration claims against
three Washington consumers. From this, the trial court properly determined that
Jordan participated in or knowingly approved of the foregoing collection activities
and such collection activities violated both the CAA and the CPA. Therefore,
Jordan’s assertion fails.
Thus, the trial court did not err when it granted partial summary judgment to
the State on its PVSA, CPA, and CAA claims against Jordan in his individual
capacity. Accordingly, Jordan does not establish an entitlement to appellate relief.
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III. Attorney Fees
Both Jordan and the State request an award of attorney fees on appeal
pursuant to RAP 18.1(b) and RCW 19.86.080(1) of the CPA, which provide the
court discretion to grant such an award to the party that substantially prevails in an
action. As set forth herein, the State has substantially prevailed and Jordan has
not.
Therefore, we exercise our discretion and grant the State’s request for an
award of attorney fees contingent upon its compliance with the procedural
requirements of the Rules of Appellate Procedure.
Affirmed.
WE CONCUR:
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Related
Cite This Page — Counsel Stack
State Of Washington, V. Joshua Jordan, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-of-washington-v-joshua-jordan-washctapp-2026.