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                                                       COURT OF APPEALS DIV I
                                                        STATE OF WASKIHGTON        r




                                                        201811IR 12 AM 7:58


 IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
MARK G. OLSON,
                                                 No. 75945-1-1
                     Appellant,
                                                 DIVISION ONE
              V.
                                                 UNPUBLISHED OPINION
WILLIAMS LAW OFFICES, PLLC, and
JOHN M. WILLIAMS, individually,

                     Respondents.                FILED: March 12, 2018


       TRICKEY, A.C.J. — Attorney Mark Olson and Williams Law Offices, PLLC

broke the lease for their shared office space. The landlord sued them for breach

of contract. Williams Law Offices settled with the landlord prior to trial. Olson

litigated the case through trial but settled before judgment was entered.

       Olson sued Williams Law Offices for contribution to recoup half of the

settlement he negotiated with the landlord. The trial court determined that Williams

Law Offices was liable for contribution on the settlement with the landlord. The

court denied Olson's request for prejudgment interest and attorney fees resulting

from the case between Olson and Williams Law Offices.

       Olson appeals the trial court's denial of his requested attorney fees and

prejudgment interest. We remand to the trial court to award prejudgment interest

to Olson, and to determine the prevailing party and award reasonable attorney fees

as appropriate.
No. 75945-1-1 /2

                                      FACTS

       Olson leased office space for his law practice from Skotdal Brothers, LLC

(Skotdal) beginning January 1, 2006. In April 2009, Olson signed a lease

amendment and renewal for the office space for the term January 1, 2010 to

December 31, 2012. At that time, Williams Law Offices, PLLC was added to the

lease as an additional lessee.        John Williams signed the lease as the

representative of Williams Law Offices, PLLC, rather than as an individual.

       In March 2010, Olson and Williams Law Offices signed a second lease

amendment and renewal for the term January 1, 2013 to December 31, 2014.

Olson and Williams Law Offices were identified jointly as "Lessee" in the second

lease amendment and renewal.

       Olson and Williams Law Offices vacated the leased office space on or

before December 31, 2012. Skotdal sued Olson and Williams Law Offices for

breach of contract. Williams Law Offices settled with Skotdal shortly before trial.

Skotdal accepted payment of $24,000 as full satisfaction of Williams Law Offices'

obligation, but Williams Law Offices was not released from the lawsuit. Olson was

informed of this settlement on the morning of June 18, 2014, the first day of trial.

After the trial court issued findings of fact and conclusions of law but before a

decision was issued, Olson and Skotdal entered into a settlement agreement for

$166,155.

       In January 2015, Olson sued Williams and Williams Law Offices for

contribution, requesting repayment of 50 percent of his settlement with Skotdal.

The trial court found that Williams was not personally liable because he had not


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No. 75945-1-1 / 3

undermined the corporate integrity of Williams Law Offices. A separate judgment

was entered in favor of Williams and dismissed with prejudice the individual claim

against him. The trial court determined that Williams Law Offices owed Olson

$41,850 for the unpaid rent portion of the settlement with Skotdal. The trial court

also calculated that Williams Law Offices owed Olson half of the prejudgment

interest at $5,022 and $13,001.80 for half of the attorney fees accrued through trial

with Skotda1.1 The trial court denied Olson's request for attorney fees and costs

incurred in his suit with Williams Law Offices, concluding that he was not entitled

to such fees under the lease agreement or in equity. As a result, the trial court

awarded Olson a total judgment of $59,873.80.

       Olson filed a motion for reconsideration challenging the calculation of the

attorney fees apportioned to Williams Law Offices from the Skotdal suit. Olson

also requested prejudgment interest and attorney fees for his suit against Williams

Law Offices. The trial court granted this motion for reconsideration in part, and

increased the amount that Williams Law Offices owed to Olson for attorney fees in

the Skotdal suit to $19,502.70. The trial court declined to award attorney fees or

prejudgment interest accrued in the suit with Williams Law Offices. The trial court

entered an amended judgment of $66,374.70 for Williams Law Offices' portion of

the Skotdal settlement.

       Olson appeals the trial court's denial of his request for attorney fees and

prejudgment interest in his suit with Williams Law Offices.




1 The trial court determined that Williams Law Offices was not liable for the attorney fees
from the long posttrial litigation by Olson in the underlying suit with Skotdal.
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No. 75945-1-1 / 4

                                     ANALYSIS

                             Attorney Fees and Costs

       Olson contends that he is entitled to his attorney fees incurred in the suit

with Williams Law Offices under the lease and RCW 4.84.330. Williams Law

Offices argues that the attorney fee provision in the lease applied to the case

between Olson and Skotdal but does not apply to the case at hand. We disagree,

because the language of the lease provision is broad enough to encompass this

suit between lessees.

       In Washington, a prevailing party may recover attorney fees only if

authorized by private agreement, statute, or recognized ground in equity. 4518 S.

256th, LLC v. Karen L. Gibbon, P.S., 195 Wn. App. 423, 446, 382 P.3d 1 (2016),

review denied, 187 Wn.2d 1003, 386 P.3d 1084(2017). When a contract or lease

specifically provides for the recovery of attorney fees and costs incurred while

enforcing its provisions, the prevailing party is entitled to reasonable attorney fees

and costs. RCW 4.84.330. RCW 4.84.330 applies if the contract containing the

attorney fee provision is central to the controversy. 4518 S. 256th, 195 Wn. App.

at 446.

       The award of attorney fees and costs is mandatory under RCW 4.84.330,

with discretion only as to the amount. Singleton v. Frost, 108 Wn.2d 723,729,742

P.2d 1224 (1987). "Whether a party is entitled to attorney fees is an issue of law

which is reviewed de novo." Ethridge v. Hwang, 105 Wn. App. 447, 460, 20 P.3d

958 (2001).




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No. 75945-1-1 / 5

         Here, the original lease, signed by Olson and incorporated in the

subsequent renewals signed by both Olson and Williams Law Offices, included a

provision for attorney fees. The provision stated, "If by reason of any default or

breach hereunder by Lessor or Lessee, it becomes necessary to institute suit, the

prevailing party in such suit shall be entitled to recover, as part of any judgment,

such amount as the court shall determine reasonable as attorney's fees, together

with taxable costs."2 According to this lease provision, recovery of reasonable

attorney fees was triggered by a lawsuit necessitated by a breach or default from

either the lessor or lessee. The provision did not specify that a lawsuit must be

between lessor and lessee. The provision only required a lawsuit necessitated by

breach or default by a party to the lease.

         Olson and Williams Law Offices were both lessees in breach of their lease

and subject to a lawsuit with Skotdal for that breach. A second lawsuit followed,

this time between the two lessees, which was required to apportion the settlement

resulting from breach of the lease. Williams Law Offices and Olson were both

parties to the lease and the lawsuit between them was necessary to resolve

financial liability arising from breach of that lease. As a result, the requirements of

the provision were met.

         While not the usual case of a lawsuit between lessor and lessee, the suit

between Olson and Williams Law Offices fit within the broad parameters of this fee

provision. Therefore, the prevailing party in this suit is entitled to attorney fees.




2   Clerk's Papers(CP) at 90.
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No. 75945-1-1/6

       The trial court must determine the prevailing party. "[Al prevailing party is

the party in whose favor final judgment is rendered. If neither party wholly prevails

then the party who substantially prevails is the prevailing party. . . . If both parties

prevail on major issues, it is appropriate to let each bear their own costs and fees."

Transpac Dev., Inc. v. Oh, 132 Wn. App. 212, 217, 130 P.3d 892 (2006). While

Olson prevailed on the contribution claim against Williams Law Offices, his

individual claim against Williams was dismissed with prejudice. Both Williams and

Olson have prevailed on aspects of this lawsuit. The trial court must determine the

prevailing or substantially prevailing party. As a result, we remand the case to

calculate and award reasonable attorney fees and costs as appropriate.

                                  Prejudgment Interest

       Olson argues that he is entitled to prejudgment interest on the judgment

awarded to him against Williams Law Offices.3 We agree that the trial court erred

by denying interest on the judgment.

       "An award of prejudgment interest is based on the principle that when a

defendant retains money that is owed to another, he should be charged interest

upon it." Dautel v. Heritage Home Ctr., Inc., 89 Wn. App. 148, 154, 948 P.2d 397

(1997). Prejudgment interest is ordinarily a matter of right when a claim is




3 In response to this claim, Williams Law Offices argues that the issue of prejudgment
interest was not properly designated for appeal under RAP 5.3(a) because Olson
designated the second amended judgment "denying an award of reasonable attorneys
fees and costs in this action" as the order on appeal. Resp't Br. at 4; OP at 5. Although
Olson specified the denial of attorney fees, the notice of appeal designated the order that
included the award of $0 in judgment interest. The Rules of Appellate Procedure are
liberally interpreted to promote justice and facilitate the decision of cases on the merits,
therefore, we exercise our discretion to review the prejudgment interest issue. See RAP
1.2(a); Knox v. Microsoft Corp., 92 Wn. App. 204, 213, 962 P.2d 839(1998).
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No. 75945-1-1 /7

liquidated. Colonial Imports v. Carlton Nw., Inc., 83 Wn. App. 229, 245, 921 P.2d

575(1996). A liquidated claim is one where the evidence in the record allows for

exact computation of the recovery amount. Dautel, 89 Wn. App. at 153-54.

Because trial courts retain some discretion to disallow prejudgment interest when

unreasonable delay in completing litigation is attributable to the claimant, we

review the trial court's denial of prejudgment interest for abuse of discretion. See

Colonial Imports, 83 Wn. App. at 242-45.

      In this case, the trial court established the amount that Williams Law Offices

owed to Olson with exactness based on the evidence provided. As a result, the

judgment is liquidated and prejudgment interest is a matter of right absent

evidence of unreasonable delay.

      The trial court's order on reconsideration did not provide supporting reasons

for denying Olson's request for prejudgment interest on his liquidated claim.

Without evidence of unreasonable delay by Olson, the trial court abused its

discretion by denying his request for prejudgment interest. Therefore, we remand

for award of prejudgment interest on Olson's judgment against Williams Law

Offices.

                             Attorney Fees on Appeal

      Olson requests his reasonable attorney fees as the prevailing party on

appeal under the lease and RCW 4.84.330. "[A]contractual provision for an award

of attorney fees at trial supports an award of attorney fees on appeal." IBF LLC

v. Heuft, 141 Wn. App. 624, 639, 174 P.3d 95(2007)(quoting Reeves v. McClain,

56 Wn.App. 301, 311,783 P.2d 606(1989)). Because we agree that the trial court


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No. 75945-1-1/ 8

erroneously concluded that prejudgment interest and attorney fees were not

available, Olson is the prevailing party in this appeal. See IBF, 141 Wn. App. at

638-39. Therefore, Olson is entitled to his reasonable appellate attorney fees and

costs.

         We remand to the trial court to award prejudgment interest to Olson, and to

determine the prevailing party and award reasonable attorney fees as appropriate.




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WE CONCUR:




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