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    IN THE COURT OF APPEALS OF THE STATE OF WASH.

                                              DIVISION II

WESTERN PLAZA, LLC,                                                          No. 43514 -4 -I1


                                 Respondent,


       V.



NORMA TISON,                                                              ORDER GRANTING
                                                                        MOTION TO PUBLISH




       Appellant Norma Tison and third party Manufactured Housing Communities of

Washington move this court for publication of the unpublished opinion filed on January 28,

2014. The court having reviewed the record and files here, now, therefore, it is hereby
       ORDERED that the final        paragraph    that   reads, "   A majority of the panel having determined

that this opinion will not be printed in the Washington Appellate Reports, but will be filed for public

record pursuant   to RCW 2. 06. 040, it is   so ordered."   is deleted. It is further


        ORDERED that the opinion will now be published.

        DATED this     J- -
                        1            day of
                                                 Mlbw, &" ,                 2014.




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                                                                                              COURT OF APPEALS
                                                                                                    01VIS, ON II
                                                                                             20Ili JAN 2        AN Q: 53
                                                                                             TA      Oi          1? 4GTOr.
                                                                                             By
                                                                                                          EPU




     IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
                                               DIVISION II


WESTERN PLAZA, LLC,                                                               No. 43514 - -II
                                                                                            4


                                     Respondent,


        a


                                                                          UNPUBLISHED OPINION
NORMA TISON,
                                                          I

        JOHANSON, J. —             Norma Tison appeals the trial court' s order granting Western Plaza,

LLC' s motion for judgment on unlawful detainer and attorney fees and costs, and the order

denying     her   motion   for   reconsideration.   Tison primarily argues that her mobile home land rent

                                                              in the   rental   agreement.   We   agree.'    Because
may be increased only to
                         the            extent provided


                                                                                                      2
                                                         Tenant Act" ( MHLTA )
            in the " Manufactured/ Mobile Horne Landlord -
                                                                                                          prohibits   a
nothing


landlord and tenant from agreeing to the amount of future rent increases, we reverse the trial

court and remand for entry of summary judgment in Tison' s favor, including costs and attorney
fees.




    Because we agree with Tison that the rent increase limitation is enforceable, we do not reach
her other arguments.

2
    Ch. 59. 20 RCW.
No. 43514- 4- 11


                                                                     FACTS


          In 2001, Tison purchased a mobile home and entered into a " Manufactured Home Lot

One -Year Rental Agreement" (                     Agreement) for a lot at the Western Plaza Mobile Home Park

with   the    park' s     owner,     Joel Erlitz.         The Agreement specifically provided for a one -year term

beginning October 12, 2001, and that upon expiration of the original term, the Agreement would

automatically renew for a period of one month and thereafter be a tenancy from month -o- month.
                                                                                     t
The Agreement              set   monthly      rent at $    345.      The Agreement used a standard form with several

provisions preprinted but also included three handwritten provisions on the bottom of its second

                                                                have land                 remain    at $   345. 00 for two     years"; (   2)
page: (      1) "   Landlord, Erlitz,            agrees to                        rent




                                              be    raised no        more        than $   10. 00 for remaining tenancy "; and ( 3)
  Every      other    year,      rent will




  December 2001 land                rent of $345.    00    to   be   waived."       Clerk' s Papers ( CP) at 23:


          Erlitz increased Tison' s                rent   to $ 355 in October 2003, to $               365 in October 2005, and to


                                        Then in 2008, Western Plaza bought the                         park      from Erlitz.    In March
  375 in October 2007.


                                          Tison    written notice of             its intent to increase her       rent   to $ 405 effective
 2009, Western Plaza               sent



                          Tison                     that the increase             was.   improper   under    the Agreement.          Then, in
July    1, 2009.                   complained




                                                  Tison               that   it          increasing   rent   to $ 495 effective October
 June 2011, Western Plaza                  sent           notice                  was




 1, 2011.


             Tison ignored the            rent   increase    notices and          in October 2011,         she   began sending $ 395 per


 month, which she thought was appropriate under the Agreement' s provision that rent increases
                                                                                         Western Plaza       refused   to   accept   the $ 395
 would       be limited to $ 10           per month       every two      years.




 payment and sent                it back to Tison.        In mid- October, Western Plaza sent Tison a five -
                                                                                                           day notice

  to                and          rent   due   of $495.          Tison did         not    comply.    The next month, Western Plaza
       vacate             pay


  served Tison with an eviction summons and a complaint for unlawful detainer.

                                                                             2
No. 43514 -4 -II



         In, April 2012, Tison moved the superior court for summary judgment dismissal of

Western Plaza' s       unlawful     detainer       action.      Western Plaza filed a cross motion for unlawful


detainer judgment in its favor.            Both parties acknowledged that no material facts were in dispute

and   that summary judgment              was appropriate.          The superior court entered findings of fact and

conclusions of law for unlawful detainer in Western Plaza' s favor. The superior court concluded

that there    was no substantial         issue    of material    fact      and   that "[   t]he landlord may amend the lease

upon proper notice when            the lease automatically                 renews."        CP   at   94.   It entered judgment for


Western Plaza for the rent owing and attorney fees and costs and directed the clerk to issue a writ
of restitution. Tison moved for reconsideration which the court denied. Tison appeals.

                                                              ANALYSIS


            Tison argues that the rent increase limitation is enforceable because it was bargained and

 negotiated for between herself and the park' s former owner, Erlitz; courts should not limit

 parties'    freedom to contract; and the rent increase limitation was enforceable against any
                                                                   3
 landlord for     as   long   as   she    lived    at   the   park.        Western Plaza responds that the Agreement


 specifically provided for a one -year term, that after the -first year it could raise rent in accordance
 with the MHLTA, and that the rent increase limitation provision was unenforceable after the first

 year.   We agree with Tison and hold that the rent increase limit provision specifically bargained

 for here does not violate the MHLTA and the MHLTA does not render it unenforceable.




  3 Tison also argues that the doctrines of waiver, bad faith, and promissory and equitable estoppel
                                                                                                                             Western
  prevent Western Plaza from raising her monthly rent more than $ 10 every two                                      years.


  Plaza responds that these doctrines do not apply here. Because we reverse on                                     Tison' s primary
  argument, we do not address her alternative arguments.

                                                                       3
No. 43514 -4 -II


STANDARD OF REVIEW AND RULES OF LAW


          When reviewing an order for summary judgment, we engage in the same inquiry as the
trial   court.   Mountain Park Homeowners Ass' n v. Tydings, 125 Wn.2d 337, 341, 883 P.2d 1383

 1994).     We will affirm summary judgment if no genuine issue of any material fact exists and the
                                   to judgment                        of law.      CR 56( c).   All facts and reasonable
moving party is        entitled                         as a matter



inferences are considered in the light most favorable to the nonmoving party, and all questions of

law are reviewed de novo. Mountain Park, 125 Wn.2d at 341.

                                                                                                 State v. ' Gonzalez, 168
           We     review    all   questions       of   statutory interpretation de      novo.




Wn.2d 256, 263, 226 P. 3d 131,              cent.      denied, 131 S. - Ct. 318 ( 2010). First, we look at the statute' s


plain    language.     City   of Seattle    v.    Holifield, 170 Wn.2d 230, 237, 240 P. 3d 1162 ( 2010). " If the


 plain language is subject to one interpretation only, our inquiry ends because plain language does
 not require construction."          Holifield, 170 Wn.2d at 237.


           Further, the common law preserves citizens' freedom to contract. Little Mountain Estates

 Tenants Ass' n v. Little Mountain Estates MHC, LLC, 169 Wn.2d 265, 270 n.3, 236 P. 3d 193

  2010) 0" Coutts do not have the power, under the guise of interpretation, to rewrite contracts
 which     the    parties   have    deliberately        made   for themselves. "') (    quoting Clements v. Olsen, 46

 Wn.2d 445, 448, 282 P. 2d 266 ( 1955)). "`                    It is black letter law of contracts that the parties to a

 contract shall      be bound      by its   terms. "' -    Torgerson v. One Lincoln Tower, LLC, 166 Wn.2d 510,

 517, 210 P. 3d 318 ( 2009) (          quoting Adler v. Fred Lind Manor, 153 Wn.2d 331, 344, 103 P. 3d
 773 ( 2004)).      In construing a contract, we give the parties' intent as expressed in the instrument' s
 plain language controlling weight, and we give words in a contract their ordinary meaning.

  Cambridge Townhomes, LLC                   v.   Pac. Star     Roofing,   Inc.,    166 Wn.2d 475, 487, 209 P. 3d 863

   2009).        We may discover       parties'         intent from "`   viewing the contract as a whole, the subject

                                                                    L,
No. 43514 -4 -II


matter and objective of the contract, all the circumstances surrounding the making of the

contract, the subsequent acts and conduct of the parties to the contract, and the reasonableness of

respective   interpretations   advocated    by     the   parties. "'   In re Marriage ofLitowitz, 146 Wn.2d 514,

528, 48 P. 3d 261,        53 P. 3d 516 - (2002) ( internal              quotation   marks       omitted) (     quoting Scott

Galvanizing, Inc.    v.   NW. EnviroServices, Inc., 120 Wn.2d 573, 580 -81, 844 P. 2d 428 ( 1993)),


cent. denied, 537 U. S. 1191 ( 2003).

DISCUSSION


           Enacted in 1977, the MHLTA regulates and determines the legal rights, remedies, and

obligations arising from a rental agreement between a mobile home lot tenant and a mobile home
park   landlord."   Holiday Resort Cmty. Ass' n v. Echo Lake Assocs., LLC, 134 Wn. App. 210, 222,
 135 P. 3d 499 ( 2006),    review   denied, 160 Wn.2d 1019 ( 2007). The MHLTA requires landlords to


 provide a written agreement to a tenant at the beginning of the tenancy and that rental terms are

                                                             Resort, 134 Wn.        App.   at   223.    It also provides that
 one year' unless otherwise specified.        Holiday

 an agreement of any duration will be automatically renewed for. the term of the original
 agreement, unless the parties -agree -to a different specified term; and that. a landlord may.

 terminate a rental agreement       for   cause.    Former RCW 59. 20. 080 ( 2003); RCW 59.20. 090( 1).


 1,    THE RENT INCREASE LIMITATION IS ENFORCEABLE BECAUSE THE MHLTA DOES NOT
 PROHIBIT IT


           The MHLTA requires rental agreements to contain certain provisions and prohibits

 others.    Former RCW 59. 20. 060 ( 2006).              Any term in a rental agreement that conflicts with the

 MHLTA is      unenforceable.       Former RCW 59. 20. 060.               Further, a landlord who seeks to increase


  rent can do so " upon expiration of the term of a rental agreement of any duration" by notifying
                                                            to the                 date   of    any    rent   increase. " RCW
  the tenant in writing three        months        prior               effective




                                                                 5'
No. 43514 -4 -II



59. 20. 090( 2);     McGahuey v. Hwang, 104 Wn. App. 176, 182, 15 P. 3d 672, review denied, 144

Wn.2d 1004 ( 2001).             But nothing in the MHLTA prohibits a landlord from including in a rental

agreement a limit on future rent increases. See former RCW 59.20. 060.

         Because the MHLTA does not prohibit limits on future rent increases, such a limitation is

enforceable.          Little Mountain is helpful here.                 169 Wn.2d 265.       There, the owner of a


manufactured home community intended for the elderly offered a 25 -year lease to entice new

residents with rent           increases tied to the Consumer Price Index.             Little Mountain, 169 Wn.2d at


267.    The lease provided that the 25 -year term was available for only the original tenant and that

if the original tenant assigned its lease to another parry, the assigned lease would be for one or

two    years.   Little Mountain, 169 Wn.2d            at   267.    Later, tenants who assigned their leases claimed

             assignment provision violated           the MHLTA.          Little Mountain, 169 Wn.2d        at   268.   The
that the


 Supreme Court. disagreed and held that the assignment provision was enforceable because it did

 not violate the MHLTA; the court also explained that the MHLTA did not prohibit landlords and

 tenants from agreeing to rental terms that would be determined by a formula or be linked to a
                                                           4
 tenant' s   future decision to- assign the lease.             Little Mountain, 169' Wn.2d at 268, 271.


           Similarly          here,   Tison' s Agreement specifically provided that her rent would be

                              formula:              than a $      10 monthly   rent   increase every two   years.      This
 determined          by   a              no. more



 provision      is   enforceable      because it does   not violate     the MHLTA.       When a lease provision does


 not violate the MHLTA, we must enforce the parties' agreement as written and as the parties

 intended. Cambridge Townhomes, 166 Wn.2d at 487; Torgerson, 166 Wn.2d at 517. The parties


 4 Tenants also argued that the assignment clause also violated the Consumer Protection Act
   CPA),     ch.           Division One of this court remanded the CPA claim for further factual
                     19. 86 RCW.
  findings to determine whether the tenants could prove a CPA violation so the CPA claim was not
  before the Supreme Court. Little Mountain, 169 Wn.2d at 271.

                                                                   R
No. 43514 -4 -1I


here clearly intended for Tison' s monthly                rent   to   not   increase      more   than $   10 every. two years as

their Agreement' s plain language provides.

           In addition to. Little Mountain, Western Plaza cites McGahuey, 104 Wn. App. 176, and

Seashore Villa Ass' n v. Hagglund Family Ltd. Partnership, 163 Wn. App. 531, 260 P.3d 906

 2011),    review    denied, 173 Wn.2d 1036 ( 2012). But Seashore Villa is distinguishable and. does


not   help   Western Plaza.            There the landlord sought to transfer the duty to care for permanent

structures in the mobile home park to the tenants by agreement, but the MHLTA specifically

prohibited     the landlord      from transferring the           duty     of care   for   those   structures.         Seashore Villa,


 163 Wn.      App.   at   535 -36, 542.       So we held that the parties could not contract around a specific


MHLTA provision and that the landlord violated the MHLTA by asking the tenants to do so.

Seashore Villa, 163 Wn.                App.   at   542.   But here, because the MHLTA does not specifically

prohibit parties from agreeing to a rent increase limitation, Seashore Villa does not help Western
 Plaza' s argument and we cannot ignore the limitation that the parties explicitly agreed to.

           McGahuey        is   also    distinguishable.     There, we agreed that the landlord could properly


 require tenants to begin paying for utilities in addition to base rent because the MHLTA did not
 prohibit landlords from asking the tenants to do so, so long as the tenants paid only their actual
                                                                                                                  5

 utility   cost and   because nothing in their            rental agreements prohibited             it   either.       McGahuey, 104

 Wn. App. at 180 -84.

             Further, Western Plaza agreed at oral argument that the original landlord, Erlitz, -was

 bound to the Agreement' s rent increase limitation, and it also conceded that Western Plaza,

 bought the mobile home park subject to all the leases that were in place at the time of the


 5 Because the McGahuey parties' agreement did not prohibit such a fee increase, we did not
 address a situation like the one we have here, where Tison' s Agreement does restrict future rental
  increases.
                                                                      7
No. 43514- 4- 11



purchase.       Wash. Court of Appeals oral argument, Western Plaza v. Tison, No. 43514 -4 -II

 October 14, 2013),           at    19   min.,    30   sec. -   20   min.,    30   sec. ( on   file   with    court).    Therefore,


Western Plaza took Tison' s lease subject to the Agreement' s specific provision providing for

future   rent   increase limitations.         We cannot ignore that provision, as Western Plaza seeks to do.:

And because it does       not violate         the MHLTA, we           must enforce         it. See Torgerson, 166 Wn.2d at


517.


2. THE AGREEMENT' S RENT INCREASE LIMITATION AUTOMATICALLY RENEWED EACH YEAR

          Western Plaza            argues    that the    limit   on rent      increases terminated           after   one year.   We


disagree.       Although the Agreement' s term was for one year, under the MHLTA, the Agreement

thereafter automatically renewed each year for another year, meaning that all its terms also
                    renewed         unless    the   parties     agreed   to    change      the terms.        RCW 59. 20. 090( 1).
 automatically


 Western Plaza asserts that at the end of each year it could modify the rent amount by giving

 Tison   proper     notice,    relying       on   RCW 59. 20. 090         and      McGahuey, 104 Wn. App. at 181 -83.

 Although RCW 59.20. 090 allows rent increases, it does not control the result here where the

 landlord specifically        agreed     to limit the     amount of      future    rent   increases. _Similarly,        McGahuey is

 not helpful because it does not address whether an agreement to limit future rent increases is

 enforceable. We agree with Tison that Western Plaza may not ignore the rent increase limitation

 at the end of the first year.

           Because the express future rent increase limitation provision is not in conflict with the

 MHLTA, Western Plaza bought the park subject to Tison' s Agreement, and because Tison' s

 Agreement renews each year, we conclude that the rent increase limitation is enforceable against

 Western Plaza.        We     reverse       the   unlawful      detainer judgment,         including    costs and       attorney fees,
     No. 43514 -4 -II



     and instead remand for entry of summary judgment in Tison' s favor, including costs and attorney

     fees.


     ATTORNEY FEES ON APPEAL


                Tison      requests     attorney fees         on appeal.    Under RAP 18. 1, the prevailing party is entitled

     to attorney fees and costs on appeal if requested in the parry' s opening brief and if "applicable
                                                   to                 RAP 18. 1(      a) -( b).   The MHLTA grants Tison a right to
     law     grants   to   a   party the   right        recover."




     recover.     It   provides       that "[   i]n any action arising out of this chapter, the prevailing party shall be
     entitled    to    reasonable       attorney'       s   fees   and costs."       RCW 59. 20. 110.      Similarly, the Agreement

     here includes             an   attorney fee    provision.         Therefore, Tison is entitled to her attorney fees and

     costs upon compliance with RAP 18. 1.

                We reverse and remand for entry of summary judgment in Tison' s favor, including costs
1H



      and attorney fees.

                A majority of the panel having determined that this opinion will not be printed in the
      Washington Appellate Reports, but will. be filed for public record in accordance with RCW

      2. 06.040, it is so ordered:




                                                                                                  ON, J.




                                                                                 9
