WA Legal Roundup - Division I
The first line of this opinion, authored by Judge Becker, reads: "Trial courts should take care not to let the frivolous lien statute be misused to deprive contractors of their right to a trial on a lien claim."
Not exactly soft wording.
Subcontractor bid on two separate projects at a 24-hour fitness and both bids were accepted. The contractor later sent an agreement saying that the price was for the total job, and encompassed the total agreement between the parties. The agreement only listed the total bid of one of the jobs. When the subcontractor balked, the contractor unilaterally submitted a change order which just happened to make the total what it had paid the subcontractor to date. Naturally, the subcontractor asserted a lien for what he felt he was due on the two jobs to which he bid. The contractor moved for summary removal of the lien arguing that the final agreement it signed was the end all be all and that the subcontractor had been paid in full given its unilateral change in the terms.
The trial court decided it on affidavits and found the lien was frivolous. However, the summary removal proceedings are only to be used when its actually undisputed as a matter of law:
The trial court's reasoning cannot be sustained. Most important, it was disputed whether the July 5 agreement was intended by the parties to cover all of Gaston's work on the fitness center. It is a question of fact whether the parties to a written agreement intend an integrated contract. Emrich v. Connell, 105 Wn.2d 551, 556, 716 P.2d 863 (1986). While boilerplate integration clauses can provide strong evidence of integration, they are not operative if they are premised on incorrect statements of fact. Denny's Rests. v. Sec. Union Title Ins. Co., 71 Wn. App. 194, 203, 859 P.2d 619 (1993). A court may consider evidence of negotiations and circumstances surrounding the formation of the contract, and if the agreement is not completely integrated, additional terms may be proved to the extent they are consistent with the written terms. Denny's, 71 Wn. App. at 202; Emrich, 105 Wn.2d at 556.
. . .
There are other issues undermining the court's finding that Deacon paid Gaston in full for all of its work on the project. These include how to account for the 10 percent retention that Gaston claims is still due. And there are no invoices, bills, or other documents explaining why Deacon's final unilateral change order happened to be for the precise figure that caused their final obligation to Gaston to be exactly zero.
. . .
Here there is no dispute that the parties had an agreement and that Gaston performed work. The only dispute concerns the amount owed. The central issue is whether the parties intended the July agreement to be fully integrated. This is not the type of dispute that can be resolved in a summary proceeding by making findings of the sort that would be entered after a trial. Each side had evidence supporting its position. It is not dispositive that there was evidence to support the court's finding that the contract was integrated. Lacking are any findings supporting the conclusion that the lien was invalid beyond legitimate dispute.