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                                                              2215 OCT 19 fin 8=5^




       IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

In the Matter of the Marriage of                  No. 72800-8-1


SOHRAB MOSHIRI,                                   DIVISION ONE


                     Respondent,

       and                                        UNPUBLISHED OPINION


DELTA Y. MOSHIRI,

                     Appellant.                   FILED: October 19, 2015


       Leach, J. — Delta Moshiri appeals a postdecree order in a dissolution

proceeding with her ex-husband, Sohrab Moshiri.1           In the divorce, the court

awarded Sohrab a Bellevue office building previously owned by the couple. In

March 2011, Sohrab sent a check for $30,000 to Delta. Sohrab says he loaned

Delta this money; Delta says she cannot remember if it was a loan or partial

payment on one of Sohrab's debts to her. The same year, Sohrab defaulted on

equalization payments he owed Delta. The two signed a postdecree agreement

(PDA) in which Sohrab transferred to Delta a 7.5 percent interest in the Bellevue

building.    Soon after, the two signed a tenancy in common agreement (TCA)

defining their interests in the building. The TCA made Sohrab responsible for all

liens on the property and provided that when the co-owners sold the building,


       1We refer to the parties by their first names for clarity.
NO. 72800-8-1 / 2




they would receive their pro rata shares of the sale's net proceeds. Sohrab sold

the building in July 2014. He and Delta disagreed about the distribution of the

sale proceeds.

       Sohrab filed a motion in the dissolution action to settle both disputes. The

trial court rejected Delta's procedural challenges and ruled in Sohrab's favor.

Because we find Delta's challenges to the trial court's procedures unpersuasive,

we affirm.


                                      FACTS


       Sohrab and Delta Moshiri divorced in 2009 after 34 years of marriage. At

the time, Sohrab earned $627,000 per year as an oral surgeon. Delta worked as

an office manager at Sohrab's office, had "minimal computer skills," and had an

earning capacity no more than $41,000 per year.

       After a four-day trial in December 2008, the court divided the $14 million

marital estate equally. The January 2009 decree of dissolution awarded Sohrab

an office building located at 10232 NE 10th Street in Bellevue, Washington. The

court valued the building at $6,360,000 gross and $5,360,405 net.

       The decree awarded Delta numerous pieces of real property and three

equalizing cash payments from Sohrab of $1,099,899, $347,549, and $471,254.

These payments were "evidenced by . . . promissory note[s] and secured by

a . . . deed of trust on the Bellevue building." The decree also required Sohrab to
NO. 72800-8-1 / 3




pay Delta spousal maintenance of $6,000 per month for 92 months, until

September 2016.     The parties could modify this maintenance obligation on a

showing of a substantial change in circumstances.2

      After the divorce, the recession devastated Sohrab's business. The loss

of a government contract caused him to close his practices in Snohomish and

Renton and downscale his Bellevue practice. In 2010 he took on work requiring

travel. Between 2011 and 2013 he sold most of his properties. Still, in March

2011, Sohrab delivered to Delta a $30,000 check to help with her medical

expenses. In October 2012, Sohrab moved to California for a new job. But the

job fell through, and he found himself unemployed in early 2013.

      During this time, Sohrab defaulted on his payments on the combined

$1,918,702 he owed Delta. The parties negotiated a PDA in July 2011. In the

PDA, Delta agreed to extend the term of the largest note to July 1, 2018, and not

foreclose on the Bellevue building.   In exchange, Sohrab granted Delta a 7.5

percent interest in the building and agreed to make his spousal maintenance

obligation nonmodifiable.   The PDA requires that the interest in the Bellevue

building be "evidenced by a Quit Claim Deed in the form of Exhibit A and a

Tenant in Common Agreement [sic] in the form of Exhibit B." The PDA also




      2 RCW 26.09.170.
NO. 72800-8-1 / 4




includes a binding arbitration clause for disputes arising "out of or in relation to

this Agreement."

       The parties also executed a TCA in July 2011. The TCA established the

terms of Delta's 7.5 percent interest in the Bellevue building. The TCA gave

Sohrab the use of the building and any net income from it and required him to

pay property taxes, insurance, and assessments, and for maintenance and

improvements to the property. The TCA also provided that Sohrab would "be

solely responsible for any indebtedness secured by a lien on the Property" and

that he could use the property to refinance existing indebtedness or obtain a loan

to make improvements. Delta would "not be responsible to personally pay any

loan secured by a lien on the Property, but agree[d] to consent to encumber her

[7.5 percent] interest to secure a bona fide loan to Sohrab" for those purposes. A

clause titled "Sale of Property" provided, "If Sohrab Moshirir [sic] decides to sell

the property, Delta Moshiri's interest shall be sold as well," and

       the proceeds from the sale of the Property shall be applied first to
       the costs of sale including, but not limited to, real estate
       commissions, prorated taxes, excise tax, title insurance, and
       required work orders . . . and to pay off any liens on the Property
       not assumed by the purchaser. The remainder of the sale
       proceeds ("Net Proceeds"), if any, shall be distributed to the Co-
       Owners in accordance with their pro rata interest in the Property.

       The TCA did not include an arbitration clause and provided that "[v]enue

shall lie in King County." Like the PDA, the TCA provided for attorney fees to
NO. 72800-8-1 / 5




"the substantially prevailing party" in "any suit or other proceeding . . . arising out

of or pertaining to" the TCA or the Bellevue building. Each agreement contained

an integration clause.

       Sohrab eventually sold the Bellevue building on July 3, 2014, for $6.1

million. The "payoff loan(s)" described in the settlement statement included an

$870,379 mortgage. Sohrab had reduced this mortgage balance from nearly $1

million at divorce. Delta and Sohrab agreed that they shared responsibility for

paying closing costs, including sales commissions, title insurance, and excise

tax. But the parties differed over whether Delta would share in other amounts

paid at closing, including the mortgage balance and property tax liens. Delta

contended she was entitled to 7.5 percent of the adjusted gross proceeds from

the sale, approximately $435,000. Sohrab, meanwhile, contended that with the

exception of a lien for his own attorney fees, Delta shared in paying all liens on

the building existing before she acquired her pro rata share, resulting in about

$365,000 payable to Delta.

       In September 2014, Sohrab filed a motion in the dissolution action, asking

the trial court to enforce the TCA as Sohrab interpreted it. In the same motion,

Sohrab also asked the court to order Delta to pay back the $30,000 loan he

contended he made to Delta in March 2011. Lastly, Sohrab asked the trial court

to award him attorney fees under the TCA's provision as a "prevailing party."

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NO. 72800-8-1 / 6




       In the trial court's October 21, 2014, order, and over numerous procedural

arguments by Delta, the court found Delta's 7.5 percent interest "is a 'net' not

'gross' interest," so her share would "not be calculated until all of the property's

mortgage and liens have been taken into account." The trial court also ruled that

"[n]ow that Ms. Moshiri has received building sale proceeds and is able to pay,

she shall repay Mr. Moshiri the $30,000 that he loaned to her." Lastly, the court

awarded attorney fees to Sohrab.

       Delta filed a motion for reconsideration in October 2014, which the trial

court denied. She appeals.

                             STANDARD OF REVIEW


       A family court can use "'any suitable process or mode of proceeding' to

settle disputes over which it has jurisdiction, provided no specific procedure is set

forth by statute and the chosen procedure best conforms to the spirit of the law."3

Where the family court relies only on documentary evidence to make its decision,

we review it de novo.4 Arbitrability of claims, interpretation of contracts, and

application of statutes of limitations present questions of law we review de novo.5


       3 In re Marriage of Lanqham, 153 Wn.2d 553, 560, 106 P.3d 212 (2005)
(quoting RCW 2.28.150).
       4 Lanqham, 153 Wn. App. at 559 & n.4.
       5 RCW 7.04A.060(2); Kamava Co. v. Am. Prop. Consultants, Ltd., 91 Wn.
App. 703, 713, 959 P.2d 1140 (1998); Viking Bank v. Firqrove Commons 3, LLC,
183 Wn. App. 706, 712, 334 P.3d 116 (2014): Woodward v. Taylor, 185 Wn. App.
1. 6. 340 P.3d 869 (2014). review granted, 183Wn.2d 1001 (2015).
                                         -6-
NO. 72800-8-1 / 7




                                    ANALYSIS


Scope of Arbitration Clause

       Delta first contends that the PDA required arbitration to resolve the parties'

conflicting interpretations of the TCA.     But Sohrab responds that the PDA's

arbitration clause does not apply because the TCA is "a document separate and

apart from the PDA." Contract disputes are generally arbitrable "unless the court

can say with positive assurance that no interpretation of the arbitration clause

could cover the particular dispute."6 The party seeking to avoid arbitration bears

the burden of proof.7 And an arbitration clause encompassing controversies both

"relating to" and "arising out of the contract has an especially broad scope.8

       Delta contends that the interpretation of the TCA "arises ... out of or in

relation to" the PDA and thus should be decided by arbitration. She points out

that section 7 of the PDA references the TCA as an exhibit and "use[s] [the TCA]

to define the scope of [Delta's] interest in the Bellevue Property granted per the

terms of the [PDA]." This means that any dispute over Delta's interest in the

Bellevue building "necessarily relates to the [PDA]," and, Delta asserts, the trial

court should have ordered arbitration.




       6 Stein v. Geonerco. Inc., 105 Wn. App. 41, 46, 17 P.3d 1266(2001).
       7 Townsend v. Quadrant Corp., 153 Wn. App. 870, 878, 224 P.3d 818
(2009), aff'd on other grounds, 173 Wn.2d 451, 268 P.3d 917 (2012).
       8 Townsend, 153 Wn. App. at 887.
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NO. 72800-8-1 / 8




       Delta relies on Townsend v. Quadrant Corp.,9 where this court held that an

arbitration clause covered the plaintiffs' tort claims.     In that case, four married

couples purchased houses from the defendant.10                 Each couple signed a

purchase and sale agreement, providing that "'[a]ny controversy or claim arising

out of or relating to this Agreement, any claimed breach of this Agreement, or

any claimed defect relating to the Property. . . shall             be determined by

arbitration.'"11 The couples then sued "for fraud, outrage, violation of the CPA

[Consumer     Protection    Act,   chapter     19.86   RCW],    negligence,    negligent

misrepresentation, rescission, breach of warranty, and a declaration of the

unenforceability of the arbitration clause contained in" the agreements.12 The

court held that under the arbitration clause's language and in light of the broad

policy favoring arbitration, the clause applied to the plaintiffs' tort claims.13

       Sohrab contends that because the dispute arose out of the TCA, not the

PDA, no arbitration is required.       He notes that the TCA did not contain an

arbitration clause as the PDA did.




       9 153 Wn. App. 870, 875, 224 P.3d 818 (2009), aff'd on other grounds,
173 Wn.2d 451, 268 P.3d 917 (2012).
     10 Townsend, 153 Wn. App. at 875-76.
       11 Townsend, 153 Wn. App. at 877.
       12 Townsend, 153 Wn. App. at 876.
       13 Townsend, 153 Wn. App. at 887.
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NO. 72800-8-1 / 9




      Where multiple instruments are part of one transaction, we read them

together, construing each with reference to the others.14 To determine whether

two agreements are part of one transaction, we look to "the intention of the

parties as evidenced by the agreements."15

       Here, the PDA and TCA show that Delta and Sohrab intended to make

separate agreements. Although, as Delta points out, the PDA referred to the

TCA in its own section 7,16 the PDA contained no language incorporating the

TCA. Instead, the PDA provided only that Delta receive a 7.5 percent interest in

the building, a fact not in dispute. The dispute about whether Delta's share was

a "net" or "gross" share neither arises out of nor relates to the PDA.

       The agreements' integration clauses further show that the TCA and PDA

are separate.       The TCA provided, "This Agreement sets forth the entire

agreement between Co-Owners and all agreements . . . between the Co-Owners

with regard to the Tenancy are contained herein." The PDA contained a similar

provision.17   By their plain language, then, the agreements state the parties'

intent to make two separate agreements.



      14 Bovd v. Davis, 127 Wn.2d 256, 261, 897 P.2d 1239 (1995) (quoting
Levinson v. Linderman, 51 Wn.2d 855, 859, 322 P.2d 863 (1958)).
       15 Bovd, 127Wn.2dat261.
       16 Section 7 of the PDA reads, "Such interest shall be evidenced by ... a
Tenant in Common Agreement [sic] in the form of Exhibit B".
      17 Section 10 of the PDA reads, "This Agreement contains the entire
agreement of the parties with regard to the subject matter hereof."
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NO. 72800-8-1/10




      Thus, despite its breadth, the policy favoring arbitration does not apply

here. While in Townsend this court held that the agreements to arbitrate applied

to the plaintiffs' tort claims because those torts arose out of or related to the

agreements the plaintiffs signed, Delta seeks to apply the arbitration clause of

one agreement to a dispute over the interpretation of a separate agreement

governing a separate transaction.

      Because the PDA and TCA are separate agreements, we "can say with

positive assurance that no interpretation of the arbitration clause [of the PDA]

could cover the . . . dispute" over the interpretation of the TCA.18 We therefore

hold that the arbitration clause in the PDA does not compel arbitration in the

dispute over the TCA.

Pleading Requirement

      Next, Delta contends that the trial court should not have considered

Sohrab's claims because he did not raise them in a "pleading."

      Delta contends that Sohrab was required to assert his claims about the

$30,000 loan and the interpretation of the TCA in a pleading and that Sohrab's

motion was not a pleading. She further contends that because Sohrab's motion

allowed for only a 6-day response time, it denied her the 20-day period permitted

by the Civil Rules to answer a complaint and raise affirmative defenses and also


      18 Stein, 105 Wn. App. at 46.
                                      -10-
NO. 72800-8-1/11




denied her prehearing discovery. She contends that this prejudiced her for two

reasons.    First, with more time, she would have been able to "reconstruct! ]

records" to determine "whether and to what extent the payment of $30,000 was a

loan." And, second, she would have had more time to present extrinsic evidence

to "contravene! ] the inconsistent interpretation that was created by the trial

court's ruling."

       Sohrab responds that he does not need to commence a new action

because the trial court had continuing jurisdiction. He also contends that, in any

case, his motion satisfied CR 8(a)'s requirements for a pleading.

       The trial court has jurisdiction over family matters, including dissolutions,

as a "family court."19 "Even after a decree of dissolution, the superior court acting

as family court has authority to resolve disputes between former spouses."20

"'[T]he court retain[s] jurisdiction over the subject matter and the parties to be

affected by its decree for all purposes—to administer justice among the parties

according to law or equity.'"21 In doing so, a family court can use "'any suitable




       19 RCW 26.12.010.
       20 In re Marriage of Newlon, 167 Wn. App. 195, 203-04, 272 P.3d 903
(2012).
       21 Lanqham, 153 Wn.2d at 560 (second alteration in original) (quoting
Yount v. Indianola Beach Estates, Inc., 63 Wn.2d 519, 524-25, 387 P.2d 975
(1964)).
                                        -11-
NO. 72800-8-1/12




process or mode of proceeding"' so long as "no specific procedure is set forth by

statute and the chosen procedure best conforms to the spirit of the law."22

       A family court can decide disputes between ex-spouses on a motion many

years after a court has entered a decree of dissolution and without either party

filing a complaint.23 In In re Marriage of Newlon,24 Division Three of this court

held that the trial court retained jurisdiction over a dispute between the ex-

spouses eight years after it entered a decree of dissolution.           The parties

disagreed over the disposition of the remains of their son, and the trial court ruled

for the ex-wife.25 On appeal, the ex-husband contended that the trial court

lacked jurisdiction because "no 'petition, application, complaint or motion was

ever filed to "commence" any interment action.'"26        Division Three held that

"[n]one was necessary" because the "court had continuing jurisdiction to resolve

just this kind of dispute."27

       Likewise, in Langham, the Supreme Court affirmed the trial court's

authority to decide a dispute between ex-spouses on a party's motion and

without a new complaint being filed.28      In that case, the ex-wife moved for a


       22   Langham, 153 Wn.2d at 560 (quoting RCW 2.28.150).
       23   See Newlon, 167 Wn. App. at 203-04.
       24   167 Wn. App. 195, 205, 272 P.3d 903 (2012).
       25   Newlon, 167 Wn. App. at 198.
       26   Newlon, 167 Wn. App. at 203.
       27   Newlon, 167 Wn. App. at 205.
       28 Lanqham, 153 Wn.2d at 560.
                                        -12-
NO. 72800-8-1/13




judgment of conversion against the ex-husband for exercising stock options that

the decree of dissolution ordered him to hold in trust for the ex-wife.29 As this

court noted in Newlon, the Langham court held that the parties "treated the

dispute as a motion in the dissolution proceeding, as they were privileged to

do."30   The court affirmed the trial court's authority to enter the judgment. It

rejected the ex-husband's argument "that he was deprived of the usual

protections afforded a tort defendant," such as "time to answer, the opportunity

for discovery, and a jury trial with the ability to cross-examine witnesses."31 The

Supreme Court found that "[additional safeguards would have done [the ex-

husband] little good" because he had admitted the facts necessary to find

conversion.32

         Sohrab cites Newlon and Langham to show he did not need to commence

a new action to resolve the dispute over the distribution of proceeds from the

Bellevue building sale but could instead file a motion in the parties' existing

dissolution proceeding.     Delta replies that these cases' factual differences

distinguish them. But Delta cites no case where a court has found that a trial

court lacked authority over a postdissolution dispute between former spouses.

Newlon and Langham indicate broad, continuing authority for a family court even

         29 Langham, 153 Wn.2d at 558.
         30 Newlon, 167 Wn. App. at 205.
         31 Langham, 153 Wn.2d at 559-60.
         32 Langham, 153 Wn.2d at 560.
                                         -13-
NO. 72800-8-1 /14




years after a dissolution.33 And the factual distinctions Delta identifies do not

narrow those cases' application here, as the cases themselves suggest no such

limitations. There, as here, "the superior court had entered a decree and the

parties had a postdecree dispute not contemplated by statute."34 There, as here,

the appellants asserted that the trial court lacked authority to act because no

complaint was filed to commence the particular action.35 "Rather than filing a

new action," the parties in those cases "treated the dispute as a motion in the

dissolution proceeding, as they were privileged to do."36 The same rule applies

here. We hold that the trial court had continuing authority to act. Sohrab was not

required to file a "pleading" or seek leave to amend his original pleading in the

dissolution action to bring his claims.

       Because no pleading was required, we need not reach whether Sohrab's

motion satisfied the pleading requirements of CR 7(b) or CR 8(a) or whether the

lack of procedure prejudiced Delta.

Statute of Limitations


       Delta next asserts that the three-year statute of limitations on oral

contracts bars Sohrab's claim on the alleged $30,000 loan.37              This is an


       33   Newlon, 167 Wn. App.   at   205; Lanqham, 153 Wn.2d at 560.
       34   Newlon, 167 Wn. App.   at   205.
       35   Newlon, 167 Wn. App.   at   203.
       36   Newlon, 167 Wn. App.   at   205.
       37   RCW 4.16.080(3).
                                           -14-
NO. 72800-8-1/15




affirmative defense, and Delta had the burden of pleading and proving facts to

support it.38

       An oral loan agreement that does not specify a time or period for

repayment is a demand loan.39        The statute of limitations on actions for

repayment of demand loans "does not commence running until notice is given or

demand is made, or until a reasonable time has elapsed."40

       Delta did not present any evidence showing either that the alleged loan

had a specified repayment date (in which case it would not be a demand loan) or

that Sohrab demanded repayment more than three years before he filed his

motion.    Thus, Delta has not shown a genuine factual dispute about this

affirmative defense warranting an evidentiary hearing. The statute of limitations

does not bar Sohrab's claim for repayment.

Summary Judgment

       Next, Delta contends the challenged trial court order constituted summary

judgment. Thus, she contends, the trial court erred because it did not observe

the procedure for summary judgment motions and issues of material fact

precluded summary judgment for both claims.

       38 Harmony at Madrona Park Owners Ass'n v. Madison Harmony Dev.,
Inc., 143 Wn. App. 345, 356-57, 177 P.3d 755 (2008).
       39 Nilson v. Castle Rock Sch. Dist.. 88 Wn. App. 627, 630, 945 P.2d 765
(1997).
       40 Nilson, 88 Wn. App. at 630 (quoting Hopper v. Hemphill, 19 Wn. App.
334, 335, 575 P.2d 746 (1978)).
                                      -15-
NO. 72800-8-1 /16




       A trial court with authority to enforce a property settlement also has "the

authority to use 'any suitable process or mode of proceeding' to settle

disputes."41   Summary judgment is proper "only when there are no disputed

issues of material fact."42     In reviewing summary judgment, "[a]ll facts and

reasonable inferences are considered in a light most favorable to the nonmoving

party, while all questions of law are reviewed de novo."43

       Because the trial court had authority to enforce the PDA and the TCA, it

could also "use 'any suitable process or mode of proceeding' to settle disputes"

over those agreements.44 In Langham, the Supreme Court rejected an argument

similar to Delta's, finding that "the usual protections afforded a tort defendant"

would have "done [the appellant] little good" because he had admitted the

relevant facts.45 Likewise, Delta does not point to any evidence to indicate that

additional procedures would have helped her.        "[E]rror without prejudice is not



       41 Langham, 153 Wn.2d at 560 (quoting RCW 2.28.150).
       42 Wash. State Major League Baseball Stadium Pub. Facilities Dist. v.
Huber, Hunt & Nichols-Kiewit Constr. Co., 165 Wn.2d 679, 685, 202 P.3d 924
(2009).
       43 Wash. State Major League Baseball Stadium Pub. Facilities Dist.. 165
Wn.2d at 685.
       44 Langham, 153 Wn.2d at 560 (quoting RCW 2.28.150).
       45 Lanqham, 153 Wn.2d at 559-60.             Delta contends that unlike the
appellant in Langham, she did not admit her liability for the $30,000 loan.
Although Delta's lawyer admitted her liability in an e-mail, Delta contends that the
admission was inadmissible under ER 408 as part of a settlement negotiation.
But Delta failed to preserve this alleged error by raising it at the trial court level,
so we decline to consider it here. RAP 2.5(a).
                                         -16-
NO. 72800-8-1/17




grounds for reversal."46 As Sohrab points out, when he filed his motion, Delta

had been participating for two months in discussions about whether her interest

in the Bellevue building would be taken from the "net" or "gross" proceeds. We

find Delta's claim that she "would need to reconstruct [her] records" of the

$30,000 payment equally unconvincing. As Sohrab notes, she had a month to

file her motion for reconsideration, and during that time she did not take steps

toward presenting evidence that she did not receive the funds or did not borrow

them.   Therefore, the trial court did not err in considering Sohrab's motion for

reimbursement without the notice required by CR 56(c) and without oral

argument.

        Because the trial court had "the authority to use any suitable process or

mode of proceeding" to settle the disputes over the TCA's interpretation and the

$30,000 loan and because Delta has not shown any prejudice that resulted from

the failure to follow summary judgment procedure, we affirm. To defend against

a motion for summary judgment, Delta needed to show evidence creating a

material factual dispute or request a continuance so she could gather that

evidence.47 Since she made no effort to do either, Delta cannot now contest the



        46 Thomas v. French, 99 Wn.2d 95, 104, 659 P.2d 1097 (1983).
        47 Should it appear from the affidavits of a party opposing the
           motion that he cannot, for reasons stated, present by affidavit
           facts essential to justify his opposition, the court may refuse the
           application for judgment or may order a continuance to permit
                                        -17-
NO. 72800-8-1/18




trial court's decision judgment based on evidence she took no steps to obtain or

submit.48

Attorney Fees


          Both parties request attorney fees under RAP 18.1. The PDA provides, "If

any party hereto brings suit to enforce its rights under this Agreement. . . , the

prevailing party shall be entitled to recover from the other party the costs and

expenses, including attorneys' fees, incurred in such suit or on appeal." The

TCA similarly provides for attorney fees for the "prevailing party," including on

appeal. As the substantially prevailing party, Sohrab is entitled to his attorney

fees and costs in defending this appeal.

                                   CONCLUSION


          Because the arbitration clause in the PDA did not apply to the parties'

dispute about the TCA's meaning and because the trial court had continuing

authority in the parties' dissolution action to decide new disputes on a party's

motion, we affirm the trial court. Sohrab is awarded reasonable attorney fees




        affidavits to be obtained or depositions to be taken or discovery
        to be had or may make such other order as is just.
Former CR 56(f) (1993).
      48 See Guile v. Ballard Cmtv. Hosp., 70 Wn. App. 18, 24, 851 P.2d 689
(1993).
                                        -18-
NO. 72800-8-1/19




and costs incurred on this appeal upon his compliance with applicable court

rules.




WE CONCUR:
                                               Jl.J, f
   3>,^ I                                       fe?a<^        ^




                                   -19-
