Walton v. Severson

670 P.2d 639, 100 Wash. 2d 446
CourtWashington Supreme Court
DecidedOctober 20, 1983
Docket48610-7
StatusPublished
Cited by4 cases

This text of 670 P.2d 639 (Walton v. Severson) 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
Walton v. Severson, 670 P.2d 639, 100 Wash. 2d 446 (Wash. 1983).

Opinions

Pearson, J.

Duwamish Heights Joint Venture (DHJV) appeals the Court of Appeals affirmance of the trial court's order setting aside an earnest money agreement between DHJV and a receiver.

The principal issue raised on appeal is whether the trial court had authority to enter the order setting aside the [448]*448earnest money agreement. A receivership court has discretion to set aside a sale by a receiver at any time until the sale is confirmed by the court. Accordingly, the trial court in the present case would have no discretion to set aside the transaction after it had confirmed the sale. The specific issue before us, therefore, is whether the trial court had confirmed the sale at any time before it purported to set aside the earnest money agreement. We agree with the Court of Appeals and hold that approval by the trial court of an earnest money agreement does not constitute final confirmation of the sale of realty, and that therefore the trial court did not abuse its discretion in setting aside the agreement.

This case arises out of the dissolution of a limited partnership following the death of the sole general partner. The limited partnership, Overlook Heights Associates (OHA), was formed in 1961 for the purpose of acquiring and developing property in King County. The partnership comprised a general partner, Clayton L. Walton, and several limited partners. It acquired several parcels of property in the Overlook Heights area, and used the land as a sand quarry.

In May 1974, Clayton L. Walton died. Under the terms of the partnership agreement, this dissolved the partnership, and Walton's widow (the executrix of his estate) brought an action seeking an order of dissolution and appointment of a receiver to close the affairs of the partnership.

A receiver, Mr. Floyd F. Fulle, was appointed by the court and proceeded with liquidating the partnership assets. These assets consisted principally of several parcels of real estate, one of which is the subject of the dispute before the court. In the course of dissolving the partnership, the receiver obtained an offer to purchase this parcel for $120,000. This offer was in the form of an earnest money agreement submitted by a partnership named Duwamish Heights Associates (DHA), a group of Everett doctors. The earnest money agreement was contingent upon two conditions: the purchaser's securing binding earnest [449]*449money agreements with adjoining property owners; and the issuance of permits for the removal of sand and gravel and grading of the property pursuant to a reclamation plan to be approved by the City of Seattle.

On January 27, 1978, the receivership court authorized the receiver to sign this earnest money agreement. The order granting this authority provided:

The Receiver is also authorized to sign any further refinements of this agreement which carry out the spirit and intent of the attached Earnest Money Receipt and Agreement without further authorization of the Court. Any changes beyond the scope of the attached Earnest Money Receipt and Agreement must be brought to this court for approval.

The earnest money agreement was subsequently amended by agreement of DHA and the receiver. The amendment, which was only a modification of the description of legal boundaries, was considered by the parties to be a refinement of the original agreement and consequently court approval was not obtained.

In April 1978, DHA, having obtained most of the required earnest money agreements from adjoining property owners, waived the first condition and paid $3,500 earnest money. The parties appear to agree that this allowed DHA until September 1979 to complete the sale.

On April 13, 1979, the court entered an order which "approved, ratified, and confirmed” all acts of the receiver up to that date. In September 1979, the receiver reported to the court that he had learned that DHA had assigned its interest in the earnest money agreement to another entity.

On October 1, 1979, one of the limited partners in Overlook Heights Associates, Dr. J. S. Severson, moved the court to direct the receiver to withdraw his acceptance of the offer of DHA to purchase the parcel of receivership property. Dr. Severson argued, inter alia, that the assignment of the interest under the earnest money agreement was invalid, that the price specified in the offer was inadequate, and that the sale was negotiated in circumstances [450]*450suggesting a conflict of interest.

On November 30, 1979, the court declared the earnest money agreement between the receiver and DHA null and void, and ordered that the property be sold at public auction on December 18, 1979. This order was based on findings of fact and conclusions of law entered on November 30, 1979. The court found that the entity to which the interest under the earnest money agreement had been assigned was Duwamish Heights Joint Venture, a firm comprising Bruce Hanson and John Walton. Bruce Hanson was a limited partner in OHA, and also the president of Boulevard Excavating, Inc., a firm which had been found to have removed substantial material from the property without paying for it. John Walton (apparently a son of the deceased general partner in OHA) had been employed by the receiver and was active in management of the receivership from its inception until December 31, 1977. The assignment to Hanson and Walton was made without notice to the court or to other limited partners in DHA.

The trial court also found that J. S. Severson had made an offer of $200,000 to purchase the property from the receiver. It further found (in the only finding of fact challenged on appeal) that no order confirming the sale to DHA was ever entered.

The court concluded from these findings that the assignment from DHA to DHJV was null and void for three reasons: because Walton and Hanson had violated fiduciary duties they owed to the receiver and to OHA; because court approval of the assignment had not been obtained; and because the earnest money agreement was unassignable, the receiver having relied upon the particular identity of DHA.

At the public auction of the property on December 18, 1979, the minimum bid was set for $200,000. It appears from the terms of this sale that permits for the removal of material from the property had not been obtained at the time of the sale. The property was purchased at this sale by DHJV for $248,000 and the sale was confirmed by the court on the same day.

[451]*451DHJV appealed to the Court of Appeals to review the receivership court's order of November 30, 1979, setting aside the assignment of the interest under the earnest money agreement. In this appeal, DHJV argued that the judicial sale had been confirmed by the receivership court, that failure to obtain the court's approval did not invalidate the assignment, that there had been no breach of fiduciary duties by Hanson and Walton, and that the trial court had no authority to set aside a sale 19 months after it had been confirmed.

The Court of Appeals held that the sale had not been confirmed and that the receivership court did not abuse its discretion in setting aside the agreement prior to final confirmation. This conclusion made it unnecessary to consider the other issues.

Before this court, DHJV raises two issues: whether the receivership court had affirmed the sale to DHJV, and whether failure to obtain court approval invalidated the assignment from DHA to DHJV.

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Bluebook (online)
670 P.2d 639, 100 Wash. 2d 446, Counsel Stack Legal Research, https://law.counselstack.com/opinion/walton-v-severson-wash-1983.