Williamson, Inc. v. Calibre Homes, Inc.

54 P.3d 1186, 147 Wash. 2d 394, 2002 Wash. LEXIS 597
Washington Supreme Court·Decided September 19, 2002·No. 71493-2·Published·Cited by 31 cases

Opinion

54 P.3d 1186 (2002)
147 Wash.2d 394

WILLIAMSON, INC., and Masters, Inc., both Washington corporations, Respondents,
v.
CALIBRE HOMES, INC., a Washington corporation, Petitioner.

No. 71493-2.

Supreme Court of Washington, En Banc.

Argued May 14, 2002.
Decided September 19, 2002.

*1187 David Kerruish, Seattle, for Petitioner.

Davidson Czeisler & Kilpatric, Kenneth Davidson, Hively Zeno Drake & Hively, Richard Hively, Kirkland, for Respondents.

JOHNSON, J.

This case requires us to determine whether the substantial compliance doctrine applies to the real estate brokers and salespersons act (REBSA), chapter 18.85 RCW, and whether Williamson, Inc., substantially complied with the licensing requirements of REBSA. Calibre Homes, Inc. (Calibre) argues the substantial compliance doctrine does not apply to REBSA. Calibre further argues that even if the doctrine applies to REBSA, Williamson, Inc., did not have an officer who was also a broker and therefore did not substantially comply with REBSA. The Court of Appeals reversed the trial court and held Williamson, Inc., substantially complied with REBSA. We agree with the Court of Appeals. We hold the substantial compliance doctrine applies to REBSA, and Williamson, Inc., substantially complied with REBSA. The Court of Appeals is affirmed.

FACTS

Calibre is a homebuilder that buys raw land, subdivides it, and builds single family homes on the individual lots. In early 1996, Calibre retained Curtis Williamson (Curtis),[1] at that time a licensed real estate salesperson with Windermere Real Estate, to perform real estate sales services for Calibre. In late 1996, Curtis moved from Windermere Real Estate to Masters, Inc., (Masters), a licensed brokerage under the ReMax franchise name. Calibre continued to retain the services of Curtis. Betsy Williamson (Betsy) joined her husband Curtis in the real estate sales field in 1997. Like Curtis, she "hung" her license at Masters.

Around this time, Curtis and Betsy formed Williamson, Inc. Betsy and Curtis employed the corporate form to address various separate and community property issues that arose after they married. Williamson, Inc., is a closely held corporation; Curtis and Betsy are, and have always been, the sole shareholders, officers and directors of Williamson, Inc. According to the complaint, "Williamson, Inc .... operated as a real estate agent for Masters under certain agreements which entitle Williamson, Inc., to receive payment of all commissioners [sic] earned by Williamson, Inc. on real estate transactions[.]" Clerk's Papers at 130-31 (Complaint ¶ 1.3).

In November, 1997, Calibre designated ReMax/Masters as its exclusive agent for "[l]ots 1-7 in the preliminary plat of Pacific Pointe[,]" effective until November 11, 1998. Clerk's Papers at 138. Masters signed the exclusive agency agreements by the hand of Curtis, who himself signed as "Williamson, Inc. Curtis Williamson-President." Clerk's Papers at 138. On October 6, 1998, the parties extended the exclusive agency agreement for lots two through seven until October 6, 1999. Masters again signed by Curtis, who signed as "Williamson, Inc., by Curtis Williamson Sec./ Treas." Clerk's Papers at 139-44. On December 31, 1998, Calibre unilaterally terminated the services of Betsy and Curtis, Williamson, Inc., and Masters. Within two months of terminating the exclusive agency agreements all six lots comprising the Pacific Pointe development were sold.

Williamson, Inc., and Masters filed suit on July 22, 1999, seeking damages for breach of contract or relief under the doctrines of promissory estoppel and quantum meruit. Calibre moved for summary judgment, arguing Williamson, Inc., was an unlicensed real estate salesperson. On February 17, 2000, the Snohomish County Superior court granted Calibre's motion for summary judgment.

*1188 Williamson, Inc., and Masters appealed. Division One of the Court of Appeals reversed the trial court, holding the doctrine of substantial compliance applied to REBSA, and Williamson, Inc., substantially complied with REBSA. Williamson, Inc. v. Calibre Homes, Inc., 106 Wash.App. 558, 570, 23 P.3d 1118 (2001). Calibre sought, and we granted, review of these two holdings.

ANALYSIS

Summary judgment is appropriate if there is no genuine issue of material fact and the moving party is entitled to judgment as matter of law. Marquis v. City of Spokane, 130 Wash.2d 97, 105, 922 P.2d 43 (1996). An appellate court reviewing a grant of summary judgment engages in the same inquiry as the trial court; we review questions of law de novo, and view the facts of the case and all reasonable inferences therefrom in a light most favorable to the nonmoving party. Marquis, 130 Wash.2d at 105, 922 P.2d 43.

Calibre retained Masters as its real estate broker. Masters was a real estate broker and held a valid broker's license until April 28, 1999. Curtis and Betsy Williamson are real estate salespersons. Each of them held valid real estate salesperson licenses at all times relevant to this action and fully complied with the licensing requirements of REBSA. They were also employees of Masters, and as such, "hung" their licenses at Masters. In addition to being employees of Masters, Curtis and Betsy were the sole shareholders, officers and directors of Williamson, Inc., a valid Washington corporation. Williamson, Inc., operated through its sole agents, Curtis and Betsy Williamson. Williamson, Inc., was also an employee of Masters. Like Curtis and Betsy, Williamson, Inc., acted as a real estate salesperson; "`[r]eal estate salesperson' or `salesperson' means any natural person employed, either directly or indirectly, by a real estate broker, or any person[[2]] who represents a real estate broker in the performance of any of the acts specified in subsection (1) of this section[.]" RCW 18.85.010(2). Unlike Curtis and Betsy, however, Williamson, Inc., was not a licensed real estate salesperson. It failed to comply with RCW 18.85.120(2):

Any person desiring to be a ... real estate salesperson[ ] must pass an examination as provided in this chapter.... Concurrently, the applicant shall:
(1) Pay an examination fee as prescribed by the director by rule.
(2) If the applicant is a corporation, furnish a certified copy of its articles of incorporation, and a list of its officers and directors and their addresses....
(3) Furnish such other proof as the director may require concerning the honesty, truthfulness, and good reputation, as well as the identity, which may include fingerprints, of any applicants for a license, or of the officers of a corporation. .making the application.

Calibre argues that because Williamson, Inc., was an unlicensed real estate salesperson, RCW 18.85.100 bars it from suing for the allegedly owed commissions:

No suit or action shall be brought for the collection of compensation as a ...

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Williamson, Inc. v. Calibre Homes, Inc., 54 P.3d 1186, 147 Wash. 2d 394, 2002 Wash. LEXIS 597 (Wash. 2002).

54 P.3d 1186 (Williamson, Inc. v. Calibre Homes, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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