In the Matter of The EState Earls.Hines Reit Seattle Design Ctr. Llc v. Wolf
| Decision Date | 24 October 2011 |
| Docket Number | No. 65626–1–I.,65626–1–I. |
| Citation | 164 Wash.App. 447,262 P.3d 832 |
| Parties | In the Matter of the ESTATE OF Stephen EARLS.Hines Reit Seattle Design Center, LLC, Appellant,v.Barry Wolf, as Personal Representative of the Estate of Stephen Earls, Respondent. |
| Court | Washington Court of Appeals |
OPINION TEXT STARTS HERE
Ladd B. Leavens, Davis Wright Tremaine, Seattle, WA, for Appellant.Peter S. Ehrlichman, Ieva Butkute, Dorsey & Whitney LLP, Seattle, WA, for Respondent.GROSSE, J.
[164 Wash.App. 448] ¶ 1 Washington's nonclaim statute, RCW 11.40.010, encompasses every species of liability a personal representative can be called upon to pay out of the estate's general funds. This includes claims arising out of obligations that the decedent incurred during his or her lifetime but are not due at the time of the decedent's death or at the expiration of the creditor's claims filing period. Here, the decedent's obligation under the personal guaranty was an obligation he incurred during his lifetime. It was not an obligation the personal representative incurred during the administration of the decedent's estate. Accordingly, in order for the creditor to recover on a claim to enforce the personal guaranty, the creditor was required to comply with the nonclaim statute. Because the creditor failed to do so, it cannot recover on its claim. We affirm the trial court's dismissal of the creditor's petition to enforce the personal guaranty.
FACTS
¶ 2 The facts are not in dispute. The decedent, Stephen Earls, was president of the Stephen Earls Corporation. On March 15, 2005, the corporation, as tenant, and Bay West Design Center, LLC, as lessor, entered into a 10–year lease of premises at the Seattle Design Center. Bay West is predecessor in interest to appellant Hines REIT Seattle Design Center, LLC (Hines).
¶ 3 Earls signed a personal guaranty in which he guaranteed to the lessor and its successors and assigns “the full and timely performance and observance by Tenant of all the terms and conditions of the Lease to be performed and observed by Tenant.” Earls' liability under the guaranty was primary and absolute, allowing the lessor to proceed against him without proceeding against the corporation. The guaranty also provides that in the event of Earls' death, the guarantee would remain in full force and effect and be binding upon Earls' estate.
¶ 4 Earls died on October 17, 2008. Respondent Barry Wolf was appointed personal representative of Earls' estate the same day. At the time of Earls' death, the Stephen Earls Corporation was in compliance with the lease. On October 24, 2008, Wolf published a notice to creditors and, on October 30, 2008, sent the notice to Hines by certified mail. The period for filing creditor's claims expired on February 24, 2009. Hines did not file or present a creditor's claim before the filing period expired.
¶ 5 In August 2009, the Stephen Earls Corporation partially defaulted under the lease. In January 2010, Hines filed a petition under the Trust and Estates Dispute Resolution Act (TEDRA), chapter 11.96A, seeking to enforce the personal guaranty. The Estate argued that Hines' petition was barred because Hines failed to timely file a creditor's claim. A superior court commissioner agreed with the Estate and entered an order dismissing Hines' petition with prejudice and awarding the Estate its reasonable attorney fees and costs. Hines moved for revision of the commissioner's ruling. The superior court denied Hines' motion and ordered Hines to pay the Estate's reasonable attorney fees and costs incurred in connection with the motion for revision. Hines appeals.
ANALYSIS
Standard of Review
¶ 6 The parties agree that the standard of review is de novo. Where the relevant facts are undisputed and the parties dispute only the legal effects of those facts, the standard of review is de novo.1 Also, we review questions of statutory interpretation de novo.2
Nonclaim Statute
¶ 7 Washington's nonclaim statute provides: “A person having a claim against the decedent may not maintain an action on the claim unless a personal representative has been appointed and the claimant has presented the claim as set forth in this chapter.” 3 The statute is mandatory and is strictly construed; compliance with its requirements is essential to recovery.4
¶ 8 The parties agree that the period for filing creditor's claims against Earls' estate expired four months after the date of first publication of the notice to creditors and that Hines did not file a creditor's claim within that four-month period.5 The dispute is whether Hines was required to file a creditor's claim where Earls' obligation under the personal guaranty, which he executed during his lifetime, did not arise until after the claims filing period expired. Based on well-settled authority from the Washington Supreme Court, we hold that Hines was so required.
¶ 9 One such authority is James v. Corvin,6 in which a tenant entered into a five-year lease with the lessors. Less than a year into the lease term, the tenant died. The administratrix of the tenant's estate properly gave notice to creditors. The administratrix continued to pay rent for two years, but then stopped. She missed three monthly rent payments and then abandoned the premises before expiration of the five-year term. The lessors never served or filed a creditor's claim, but brought an action against the administratrix to recover the unpaid rent and damages for breach of the lease with respect to the unexpired term. The administratrix admitted owing the unpaid rent, but disputed liability for damages for the unexpired term of the lease. The Supreme Court reversed the trial court's judgment in favor of the lessors on the damages claim because of the lessors' failure to file a creditor's claim. The court's reasoning is applicable here:
The claim for damages for the unexpired portion of the lease is not an obligation incurred by the administratrix in the course of her administration of the estate. It arises out of a contractual obligation incurred by [the tenant/decedent] and is governed by the statute of non-claim. By the terms of the lease, he obligated himself, his heirs, executors, administrators and assigns to pay $4,860 for the premises for a term of five years, covering the time involved in this action. A claim for damages for a breach of that contract arises out of that obligation, requiring, as a prerequisite to a suit thereon, that the claim be served on the administratrix and filed with the clerk of the court.7
¶ 10 Here, Earls incurred a contractual obligation under the personal guaranty during his lifetime. His liability under the guaranty was primary, such that Hines could proceed against Earls for any breach of the lease by the tenant without first proceeding against the tenant. Further, the guaranty specifically stated that it would remain in full force and effect upon Earls' death and be binding on his estate. Hines' claim against Earls for the tenant's breach of the lease arose out of Earls' obligation under the guaranty; it was not an obligation his estate incurred. Under James, Hines had to file and serve a creditor's claim in order to maintain an action on that claim.
¶ 11 Hines argues that James is distinguishable because no separate guaranty relationship existed in that case and the tenant was obligated to pay rent during his lifetime, whereas here, Earls did not have a present obligation to pay during his lifetime. But because the personal guaranty was primary and absolute, and permitted Hines to proceed directly against Earls without first proceeding against the corporation for breach of the lease, this distinction is not significant. The significant factor is that Hines' claim against Earls arose out of a contractual obligation Earls incurred during his lifetime.
¶ 12 The court in James stated that the case before it was similar to Horton v. McCord.8 In that case, while the decedent, Williams, was alive, he entered into a contract with the plaintiff, Horton, under which Williams purportedly guaranteed Horton steady employment at Williams' factory for the remainder of Horton's life. Williams died in May 1924. In June 1924, his executors published a notice to creditors. In July 1928, Horton was discharged from his employment at Williams' factory. Horton filed a wrongful discharge action against the executors.
¶ 13 Horton argued that during the creditor filing period and for some time thereafter, his claim was of such contingent character that his right of action on that claim was not dependent on his filing a creditor's claim. The Supreme Court disagreed, stating:
It seems plain that Horton's claim, though contingent up until the time of his discharge by the executors, arises, if at all, out of a contractual obligation incurred by Williams during his lifetime, and therefore is not an obligation incurred by the executors in the course of their administration of the estate.... [S]uch a claim must, as a prerequisite to the claimant's right to sue and recover thereon against the property of the deceased being administered upon, be timely presented to the executor or administrator of the estate the same as any other claim arising out of a contractual or other obligation of the deceased during his lifetime.9
¶ 14 Similarly here, Hines' claim was contingent up until the time the Stephen Earls Corporation breached its obligations under the lease, which was after Earls' death. But, the claim arose out of a contractual obligation Earls incurred during his lifetime and is not an obligation Wolf incurred in the course of the administration of Earls' estate. Accordingly, following Horton, the claim was subject to the nonclaim statute. Hines again argues that the case is distinguishable because it involved a current obligation of the decedent during his life. As in James, however, the significant similarity between this case and Horton is that the contractual obligation at issue was one the decedent incurred...
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