Newport Yacht Basin Ass'n of Condo. Owners v. Supreme Nw., Inc.

• Decision Date: 07 May 2012
• Docket Number: Nos. 66318–6–I, 66319–4–I.,s. 66318–6–I, 66319–4–I.
• Citation: 277 P.3d 18,168 Wash.App. 56
• Court: Washington Court of Appeals
• Parties: The NEWPORT YACHT BASIN ASSOCIATION OF CONDOMINIUM OWNERS, an unincorporated condominium association, Appellant, v. SUPREME NORTHWEST, INC., a Washington corporation d/b/a Seattle Boat Newport, and Seattle Marine Management Company, LLC, a Washington limited liability company, Respondents, and Bridges Investment Group, LLC, a Washington limited liability company, and Douglas Burbridge and Margie Burbridge, husband and wife, and Their marital community, Third–Party Defendants, Carol Radovich, as Personal Representative of the Estate of John Radovich, deceased, Russell and Constance Keyes, Fourth–Party Defendants.

168 Wash.App. 56

277 P.3d 18

The NEWPORT YACHT BASIN ASSOCIATION OF CONDOMINIUM OWNERS, an unincorporated condominium association, Appellant,

v. SUPREME NORTHWEST, INC., a Washington corporation d/b/a Seattle Boat Newport, and Seattle Marine Management Company, LLC, a Washington limited liability company, Respondents,andBridges Investment Group, LLC, a Washington limited liability company, and Douglas Burbridge and Margie Burbridge, husband and wife, and Their marital community, Third–Party Defendants,Carol Radovich, as Personal Representative of the Estate of John Radovich, deceased, Russell and Constance Keyes, Fourth–Party Defendants.

Nos. 66318–6–I, 66319–4–I.

Court of Appeals of Washington, Division 1.

May 7, 2012.

Christopher Ian Brain, Mary B. Reiten, Tousley Brain Stephens PLLC, Seattle, WA, for Appellant.

Gary Dennis Huff, Attorney at Law, Scott Edward Collins, Helsell Fetterman LLP, Seattle, WA, for Respondents.

Wendy E. Lyon, Paul Joseph Kundtz, Riddell Williams PS, Seattle, WA, for Third–Party Defendants, Bridges Investment Group, LLC Douglas Burbridge and Margie Burbridge.

J. Richard Aramburu, Aramburu & Eustis LLP, Thomas Randolph Dreiling, Attorney at Law, Seattle, WA, for Fourth–Party Defendants, Carol Radovich, Russell and Constance Keyes.

DWYER, J.

[168 Wash.App. 60]¶ 1 Where the language of a recorded quitclaim deed unambiguously expresses the intent of the grantor to convey all of his or her interest in real property, extrinsic evidence may not be used to demonstrate an intent to convey some lesser interest. Here, the Newport Yacht Basin Association of Condominium Owners (NYBA) appeals from the trial court's order denying its claim to quiet title to property described in a 1981 quitclaim deed. The trial court determined that the deed was not intended to convey fee simple title and that, even if this had been the intent of the parties, the deed was nevertheless unenforceable for a variety of legal and equitable reasons. However, because the language of the deed at issue unambiguously documents the intent of the grantors to convey fee title, the trial court erred by resorting to extrinsic evidence in order to derive a finding of intent that contradicts the written words of the deed. As the result of our review of this issue and other, ancillary, issues, we reverse in part and affirm in part.

I

¶ 2 In 2007, a commercial boat dealer, Supreme Northwest Inc. (doing business as Seattle Boat), purchased lakefront property (the commercial parcel) and an associated boat business for $4.15 million from Bridges Investment Group LLC (Bridges). After closing, Seattle Boat sought approval from the City of Bellevue to build a new storage and sales facility. NYBA, an unincorporated condominium association that manages the marina adjacent to the commercial parcel, was initially supportive of Seattle Boat's redevelopment plans. In the months following the sale, Alan Bohling, the president of Seattle Boat, and Kyle Anderson, the president of NYBA's board of directors, maintained an ongoing discussion of Seattle Boat's redevelopment plan and NYBA's resulting concerns regarding parking, ingress, egress, and traffic. However, following the City's issuance of a “declaration of non-significance”—an important checkpoint in the approval process—NYBA's membership voted overwhelmingly to oppose Seattle Boat's redevelopment project.

¶ 3 In June of 2008, NYBA retrieved from its safe a document entitled “Quit Claim Deed,” which purported to convey three legally-described strips of the commercial parcel from its original owners, John Radovich ¹ and Russell Keyes, to NYBA in 1980. The quitclaim deed had been properly recorded in 1981. An accompanying real estate tax affidavit, signed by NYBA's then-vice president and filed with the quitclaim deed, described the deed as a “document in correction of easements.” Because the three strips of land described in the deed (designated as parcels A, B, and C) were located within the area that Seattle Boat was intending to redevelop, the permitting process was suspended until the validity of the quitclaim deed could be determined.

¶ 4 Both the commercial parcel and adjacent marina were previously owned by Radovich and Keyes. The two partners acquired the marina, submerged lands, and uplands in 1975. They converted the marina to condominium property in 1978. At this time, Radovich recorded a declaration of easements, which created ten easements on and around the commercial parcel and the newly formed NYBA property. The legal descriptions of the boundaries of three of these easements—easements 4, 5, and 6—are identical to the descriptions of the land that Radovich and Keyes later conveyed to NYBA in the 1981 quitclaim deed.

¶ 5 Following the creation of the condominium, Radovich and Keyes leased the upland commercial parcel to Douglas Burbridge, who thereafter operated a boat business, Mercer Marine, on the property. In 1983, Burbridge agreed to purchase Keyes' one-half undivided interest in the commercial parcel. Keyes conveyed his interest by statutory warranty deed in 1991. In 2004, Burbridge formed Bridges and conveyed his interest in the commercial parcel to this investment company. In 2004, Bridges also purchased Radovich's one-half undivided interest in the commercial parcel. Both the deed from Keyes to Burbridge and the deed from Radovich to Bridges included the land described in the 1981 quitclaim deed. Similarly, when Bridges conveyed the commercial parcel to Seattle Boat by bargain and sale deed in March 2007, this deed also included the land that had been described in the 1981 quitclaim deed.

¶ 6 In September 2008, NYBA brought suit against Seattle Boat seeking a declaratory judgment quieting title to the three strips of land described in the quitclaim deed. It sought entry of a judgment declaring that the quitclaim deed either conveyed fee title to the property described therein or granted NYBA exclusive rights in that property. Seattle Boat counterclaimed based on adverse possession and brought a third party complaint against Burbridge and Bridges for failure to convey good title to the entire commercial parcel. Thereafter, Bridges brought a fourth party complaint against Radovich and Keyes for breach of their agreements to convey good title to the commercial parcel.

¶ 7 After a two-week bench trial, the trial court entered detailed findings of fact and conclusions of law in favor of Seattle Boat. The court determined that the 1981 quitclaim deed was not intended to convey fee simple title and, in addition, that the deed was unenforceable on a variety of legal and equitable bases.

¶ 8 NYBA appeals.

II

¶ 9 NYBA first contends that, because the 1981 quitclaim deed unambiguously expressedthe intent of Radovich and Keyes to convey fee title to the three strips of land described in the deed, the trial court erred by concluding that the deed did not convey fee title. We agree.

¶ 10 In a bench trial where the trial court has weighed the evidence, our review is limited to determining whether substantial evidence supports the trial court's findings of fact and whether those findings support the court's conclusions of law. Standing Rock Homeowners Ass'n v. Misich, 106 Wash.App. 231, 242–43, 23 P.3d 520 (2001). Substantial evidence is a quantum of evidence sufficient to persuade a rational fair-minded person that the premise is true. Wenatchee Sportsmen Ass'n v. Chelan County, 141 Wash.2d 169, 176, 4 P.3d 123 (2000). We review questions of law and conclusions of law de novo. Sunnyside Valley Irrigation Dist. v. Dickie, 149 Wash.2d 873, 880, 73 P.3d 369 (2003) (citing Veach v. Culp, 92 Wash.2d 570, 573, 599 P.2d 526 (1979)).

¶ 11 “[D]eeds are construed to give effect to the intentions of the parties, and particular attention is given to the intent of the grantor when discerning the meaning of the entire document.” Zunino v. Rajewski, 140 Wash.App. 215, 222, 165 P.3d 57 (2007). Interpretation of a deed is a mixed question of fact and law. Affiliated FM Ins. Co. v. LTK Consulting Servs., Inc., 170 Wash.2d 442, 459 n. 7, 243 P.3d 521 (2010). What the parties intended is a question of fact and the legal consequence of that intent is a question of law. Affiliated FM, 170 Wash.2d at 459 n. 7, 243 P.3d 521.

¶ 12 In general, we determine the intent of the parties from the language of the deed as a whole. Sunnyside Valley, 149 Wash.2d at 880, 73 P.3d 369 (citing Zobrist v. Culp, 95 Wash.2d 556, 560, 627 P.2d 1308 (1981)). “In the construction of a deed, a court must give meaning to every word if reasonably possible.” Hodgins v. State, 9 Wash.App. 486, 492, 513 P.2d 304 (1973) (citing Fowler v. Tarbet, 45 Wash.2d 332, 334, 274 P.2d 341 (1954)). It has long been the rule of our state that, where the plain language of a deed is unambiguous, extrinsic evidence will not be considered.²Sunnyside Valley, 149 Wash.2d at 880, 73 P.3d 369;In re Estate of Little, 106 Wash.2d 269, 287, 721 P.2d 950 (1986); City of Seattle v. Nazarenus, 60 Wash.2d 657, 665, 374 P.2d 1014 (1962); Tacoma Mill Co. v. N. Pac. Ry. Co., 89 Wash. 187, 201, 154 P. 173 (1916) ( “[l]f the intention of the parties may be clearly and certainly determined from the language they employ, recourse will not be had to extrinsic evidence for the purpose of ascertaining their intention.”).³ This rule is a practical consequence of the permanent nature of real property—unlike a contract for personal services or a sale of goods, the legal effect of a deed will outlast the lifetimes of both grantor and grantee, ensuring that evidence of the circumstances surrounding the transfer will become both increasingly unreliable and increasingly unobtainable with the passage of time. Accordingly, the language of the written instrument is the best evidence of the intent of the original parties to a deed.

¶ 13 Nevertheless, where ambiguity exists, extrinsic evidence may be considered in ascertaining the intentions of the parties. Sunnyside...