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          IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

MHM&F, LLC, a Washington limited            )       NO. 66027-6-I
liability company,                          )
                                            )       DIVISION ONE
                      Respondent,           )
                                            )
                      v.                    )
                                            )
EDWARD PRYOR, JR., and JANE                 )       OPINION PUBLISHED IN PART
DOE PRYOR, JR., husband and wife,           )
and their marital community,                )       FILED: May 21, 2012
                                            )
                      Appellants.           )
                                            )

       Lau, J.  --  This case involves a hold-over mobile home park tenant evicted under 

the Manufactured/Mobile Home Landlord-Tenant Act (Act) (ch. 59.20 RCW) for his 

refusal to pay rent on his mobile home space.  He challenges the trial court's exercise 

of subject matter jurisdiction and its written findings of fact and conclusions of law.  

Because the court had subject matter jurisdiction, substantial evidence supports the 

findings, and the findings support the conclusions of law, we affirm entry of the order for 

writ of restitution and judgment for unlawful detainer and award attorney fees to 

Manufactured Homes Management & Financial Co. LLC (LLC) under RAP 18.1. 

66027-6-I/2

                                           FACTS1

       The record shows the following facts.  Edwin Wellington (Ed) owned

Thunderbird Mobile Home Park (park), which contained 65 mobile home lots.  Park

tenants rented or owned the mobile homes on a particular lot.  With the help of his 

attorney, Ed set up a co-op regarding possession of the lots.  To accomplish this, he

conveyed the park ownership to Thunderbird Estates Mobile Home Association 

(Association), a mutual corporation organized under Washington law, in exchange for 
shares in the Association.2  Ed then formed a company, Manufactured Homes 

Management & Financial Co. Inc. (MHM&F) and transferred the shares to that 

company.  MHM&F sold shares in the Association to tenants.  Tenants who purchased 

shares were required to sign three documents.  Each tenant signed a stock purchase 

agreement outlining the purchase price and extended payment terms for 100 shares of 
stock in the Association.3 The purchaser's obligations were secured by a pledge and 

trust agreement whereby the 100 shares of stock were pledged to a trustee with power 

to sell the stock upon default.  Tenants also signed a 99-year renewable proprietary 

       1 For clarity we refer to appellant as "Pryor Junior" and his father (the original 
stock purchaser) as "Pryor Senior." We also refer to Wellington family members by 
their first names.

       2 Ed's brother, Wilie Wellington, testified at trial that the Association was a "co-
op" that owned the land in the park.  He stated, "The tenants own shares of the 
association, and, subsequently, rent their space from the association, with a 99-year 
lease as renewable." Report of Proceedings (RP) (Aug. 10, 2010) at 21.

       3 Some tenants, however, occupied spaces in the park but were not 
shareholders in the Association.  Those tenants made rent payments to the LLC, the 
successor to MHM&F.  See RP (Aug. 10, 2010) at 125-26.  

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lease with the Association, permitting them to use a particular lot in the park.  Tenants paid 

"rent" to the Association, which consisted of each tenant's pro rata share of the park's 

maintenance expenses.    

       In October 1982, Pryor Senior purchased from MHM&F 100 shares of stock in 

the Association for $22,995.00 pursuant to a written stock purchase agreement.  The 

shares related to space 65 in the park.  After a $1,500.00 down payment and a 

$3,000.00 discount, the balance to finance was $18,495.00, payable in 360 equal 

monthly installments of $190.24 beginning December 1, 1982.  

       Pryor Senior also signed a pledge and trust agreement and a proprietary lease 

relating to space 65.  The pledge and trust agreement named Dempcy & Braley PS as 

trustee and pledged Pryor Senior's shares in the Association to the trustee, to be 

returned to Pryor Senior upon full payment.  The agreement specified that all 

installments on the stock purchase should be paid "to Seller (MHM[&F])." Ex. 2, at 1.  

The agreement also provided that in the event of a default under the stock purchase 

agreement, "Trustee may foreclose the pledge by selling the capital stock at public or 

private sale, with or without notice . . . ." Ex. 2, at 3.  The proprietary lease named 

Pryor Senior as the lessee and the Association as the lessor of space 65.  The lease 
provided for rent to be paid to the "[Association] or its managing agent."4 Ex. 3, at 5.       

       Pryor Junior lived in Pryor Senior's mobile home on space 65 until Pryor Senior 

       4 According to the proprietary lease, "rent" is defined as certain cash 
requirements of the lessor associated with park operation and maintenance expenses.  
Ex. 3, at 1-2.

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died in September 2003.  Pryor Junior continued to occupy space 65 after his father's 

death and made payments pursuant to the stock purchase and sale agreement and the 

proprietary lease.  

       Ed Wellington's brother, Wilie Wellington, commenced working for MHM&F in 

2005 or 2006.  He worked side by side with Ed, handling the company's books and day 
to day operations.  He was later named trustee under the pledge and trust agreement.5  

According to Wilie, at that time MHM&F was "doing business as" a company of Ed's.6

       Pryor Junior periodically failed to timely pay the monthly stock payments.  A 

default notice dated June 19, 2006, alleged he failed to pay the May 2006 installment.  

Another default notice dated September 12, 2006, alleged he failed to pay the August 

and September 2006 installments.  Ed informed Pryor Junior in late September 2006 

that the stock associated with space 65 had been sold at private sale due to Pryor 

Junior's payment default.  But in October 2006, Wilie informed Pryor Junior that "[w]e 

backed off . . . because your second bounced check was honored on [its] second 
submission."7 In November 2006, Pryor Junior wrote to Ed asking if he "would be 

interested in buying my place back at the price of $25,000." Ex. 10.  According to 

Wilie, he was not aware if Ed responded.  

       5 While the original trustee was Dempcy & Braley PS, it withdrew after some 
time.  

       6 Wilie's reference to "d/b/a" is based on Ed's status as the company's founder, 
majority shareholder, and president.

       7 Regarding this transaction, Wilie Wellington testified at the second trial, "We 
undid [the sale of the shares.]" RP (Aug. 10, 2010) at 33.

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       On May 15, 2007, "Manufactured Homes Management & Financial Co. by Wilie 

Wellington" sent another notice of default and breach of the stock purchase agreement 

to Pryor Junior.  Ex. 13, 14.  It alleged, "The Estate of Edward Pryor" owed $467 -- two 
installments of $191 each,8 two late charges of $5 each, and $75 cost of service.  This

notice provided:

       [I]f the above stated breach is not cured within ten (10) days since the date of 
       this notice the Trustee shall commence foreclosure of the pledge of your shares 
       of capital stock in [the Association] and the trustee shall thereafter proceed to 
       foreclose the pledge by selling the capital stock at public or private sale without 
       further notice to you . . . .  

Ex. 13.  Pryor Junior received the notice on May 25.  On May 29, the Association 

demanded unpaid "maintenance charges" of $538.01.  

       Acting as trustee under the pledge and trust agreement, Wilie sold the shares 

associated with lot 65 to Ed, d/b/a MHM&F for $11,447.27 on May 30, 2007.  This

amount represented the balance owed under the stock purchase agreement.  On May 

31, Pryor Junior sent a $400 check to MHM&F, which was returned to him.  A June 12, 

2007 letter "To the Estate of Edward Pryor" from Ed notified Pryor Junior that "the stock 

has been sold at a private sale" and directed him to "make arrangements to [submit] for 

a credit report and if approved you must sign a lease, which is at the rate of $485.00 

per month, or vacate the lot." Ex. 19.  Several payments Pryor Junior attempted to 

tender after that time were rejected because "his interest as a purchaser had been 

foreclosed."  Report of Proceedings (RP) (Aug. 10, 2010) at 50-51.

       8 At some point the parties began rounding the $190.24 payment up to $191.00.  
The amount is referred to variously in the record as $190.00, $190.24, or $191.00. 
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       In July 2007, Wilie, as the "authorized agent of [the Association]," sent Pryor 

Junior a notice of termination of lease. Ex. 23.  The Association and MHM&F jointly 

filed an unlawful detainer action on October 30, 2007.  In March 2008, following a one-

day bench trial, the trial court granted Pryor Junior's motion to dismiss without 
prejudice9 the unlawful detainer action after the case in chief on lack of subject matter 

jurisdiction grounds. The court also entered findings of fact and conclusions of law, 

including findings regarding the status of the parties and a conclusion that Pryor Junior 

was "a tenant of the Park subject to provisions of the Mobile Home Landlord-Tenant 
Act, Chapter 59.20 RCW."10 Ex. 26, at 4.  It awarded $12,702.50 attorney fees and 

costs to Pryor Junior as the prevailing party under the Act.  MHM&F did not appeal this 

judgment.    

       Ed Wellington died on January 31, 2009.  His son, Jonathon Wellington, served 

as copersonal representative of his estate.  In May 2009, Jonathon formed a limited 

liability company -- MHM&F LLC -- and transferred MHM&F's interests in pledge 

agreements and lots at the park to the LLC.  

       In January 2010, "Jonathon Wellington for MHM&F, LLC" sent Pryor Junior a 

letter stating, "As you may know, in the case in Snohomish County Superior Court 

involving Thunderbird, Ed Wellington, and you, Judge Bowden recently made findings 

       9 The court dismissed the Association's claims with prejudice because Pryor 
Junior cured his default in rent payments to the Association six days before trial.  

       10 These findings and conclusions were entered in January 2010.  A number of 
factors contributed to the nearly two-year delay.  

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in the case holding that you were a tenant of the Thunderbird Mobile Home Park." Ex. 27, at 1, 

2.  The letter alleged Pryor Junior owed $467.00 in "back rent" for periods prior to May 

2007 and had paid nothing since then.  "That is a period of 33 months (from April, 

2007, through January, 2010) and adds up to a total of $6,744.92 in unpaid rent." Ex 

27, at 1.  The letter offered Pryor Junior a one-year lease, including a provision for 

"payment of monthly rent that continues the current monthly rent of $190.24 per month 

for the next three months" and then increased to $560.00 per month beginning May 1, 

2010.  Ex. 27, at 1.  Pryor Junior refused to accept the lease contract and failed to pay 

any money to the LLC.  

       On February 11, 2010, Jonathon Wellington as "Managing Member" of "MHM&F, 

LLC, Lessor/Landlord" served Pryor Junior with a five-day notice to pay rent or vacate.  

It alleged that Pryor Junior owed rent for April 2007 through January 2010, plus late 
charges and a $75 service of notice fee, for a total of $6,770.11 Ex. 28, at 1.  When 

Pryor Junior failed to pay, the LLC filed an unlawful detainer action in March 2010.  In 

April 2010, Pryor Junior moved to Florida, leaving his mobile home on space 65.

       After a bench trial in August 2010, the court determined that the May 2007 stock 

foreclosure sale was valid, Pryor Junior was a tenant of the LLC subject to the Act, and 

the requirements for unlawful detainer were satisfied.  The court issued a writ of 

restitution in favor of the LLC and a judgment for attorney fees of $29,782.50, costs of 

$235.00, and unpaid rent of $7419.36, set off against Pryor Junior's previous judgment 

       11 As of July 26, 2010, Pryor Junior also owed the Association $3584.17 in 
unpaid maintenance payments.  

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for attorney fees ($13,683.86 with accrued interest) obtained in the first lawsuit.  Pryor 

Junior appeals.

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66027-6-I/9

       Subject Matter Jurisdiction (Assignment of Error 1)12

       Pryor Junior challenges the judgment on two grounds he failed to raise below.  

First, he claims that a summons served in a case governed by the Act (ch. 59.20 RCW) 

is subject to a particular requirement for summonses served in cases governed by the 

Residential Landlord Tenant Act (ch. 59.18 RCW).  Specifically, RCW 59.18.365 

provides that a summons must contain a street address for service of the notice of 

appearance or answer and, if available, a facsimile number for the plaintiff or the 

plaintiff's attorney.  The summons served on Pryor Junior contained no facsimile 

number for the LLC or its attorney.  Second, he claims that the Association should have 

been named as a party because it was declared a necessary party in a previous 
decision that he contends must be given collateral estoppel effect.13

       Ordinarily, arguments not raised in the trial court will not be considered on 

appeal.  RAP 2.5(a).  To overcome this problem, Pryor Junior contends that failing to 

include the facsimile number in the summons and failing to join a necessary party 

deprived the court of subject matter jurisdiction to hear the action. We reject this 

contention, following Housing Authority of City of Seattle v. Bin, 163 Wn. App. 367, 373-

78, 260 P.3d 900 (2011).  

       Whether a court has subject matter jurisdiction is a question of law reviewed de 

       12 On February 13, 2012, the LLC moved to supplement its designation of Clerk's 
Papers to include a document entitled "Note for Trial & Stipulation for Early Trial Date."  
Given our resolution here, we need not address the LLC's motion.

       13 We note that Pryor Junior's brief later argues inconsistently with his 
jurisdiction claim that the previous decision should not be given collateral estoppel 
effect.
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novo.  Dougherty v. Dep't of Labor & Indus., 150 Wn.2d 310, 314, 76 P.3d 1183 (2003).  

"A judgment entered by a court that lacks subject matter jurisdiction is void."  Cole v. 

Harveyland, LLC, 163 Wn. App. 199, 205, 258 P.3d 70 (2011).  The trial court's lack of 

subject matter jurisdiction may be raised for the first time on appeal.  RAP 2.5(a)(1); In 

re Marriage of Scanlon, 110 Wn. App. 682, 685, 42 P.3d 447 (2002).  

       We recognize our previous decisions support Prior Junior's argument that a 

properly worded summons is necessary to "confer" subject matter jurisdiction upon a 

superior court.  See, e.g., Truly v. Heuft, 138 Wn. App. 913, 918-23, 158 P.3d 1276 

(2007).  We also acknowledge a previous decision holding that a superior court lacks 

subject matter jurisdiction in an unlawful detainer action where a necessary party is not 

joined as a party.  Laffranchi v. Lim, 146 Wn. App. 376, 383-84, 190 P.3d 97 (2008).  

By characterizing these issues as jurisdictional, Truly and Laffranchi permit them to be 

raised for the first time on appeal.  But those cases are incorrectly reasoned on that 

point.  Those cases did not consider article IV, section 6 of our constitution.

       In recent cases where our appellate courts have considered the constitutional 

grant of subject matter jurisdiction to the superior courts, they have accorded it the 

centrality that it deserves. Our Supreme Court has held that article IV, section 6 is 

dispositive and has overruled precedents that erroneously classify the superior court's 

jurisdiction as statutory. See State v. Posey, ___Wn.2d___, 272 P.3d 840, 842-45 

(2012); ZDI Gaming, Inc. v. State ex rel. Washington State Gambling Comm'n, 173 

Wn.2d 608, 616-18, 268 P.3d 929 (2012); Williams v. Leone & Keeble, Inc., 171 Wn.2d 

726, 730, 734, 254 P.3d 818 (2011); Dougherty v. Dep't of Labor & Indus., 150 Wn.2d 

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66027-6-I/11

310, 316-20, 76 P.3d 1183 (2003); Young v. Clark, 149 Wn.2d 130, 133-34, 65 P.3d 

1192 (2003); Shoop v. Kittitas County, 149 Wn.2d 29, 38, 65 P.3d 1194 (2003); Marley 

v. Dep't of Labor & Indus., 125 Wn.2d 533, 541, 886 P.2d 189 (1994).  Truly and 

Laffranchi exemplify the problem identified by our Supreme Court in Marley, where the 

court observed that the improvident and inconsistent use of the term "subject matter 

jurisdiction" has caused it to be confused with a court's authority to rule in a particular 

manner.  Marley, 125 Wn.2d at 539.   

       Whether the superior court ruled correctly or incorrectly in this particular case, it 

did not lack subject matter jurisdiction.  The court's subject matter jurisdiction in cases 

involving the title or possession of real property is expressly granted by the state 

constitution and has not been "vested exclusively in some other court."  Wash. Const. 

art. IV, sec. 6.  We narrowly construe exceptions to the constitution's jurisdictional 

grant.  Cole v. Harveyland, LLC , 163 Wn. App. 199, 206, 258 P.3d 70, (2011).  Thus, it 

is incorrect to say that the court acquires subject matter jurisdiction from an action 

taken by a party or that it loses subject matter jurisdiction as the result of a party's 

failure to act.  Bin, 163 Wn. App. at 376.  

       If the type of controversy is within the superior court's subject matter jurisdiction, 

as it is here, "'then all other defects or errors go to something other than subject matter 

jurisdiction.'"  Marley, 125 Wn.2d at 539 (quoting Robert J. Martineau, Subject Matter 

Jurisdiction as a New Issue on Appeal:  Reining in an Unruly Horse, 1988 B.Y.U. 

L. Rev. 1, 28. Here, the alleged errors go to statutory interpretation (Does an 

applicable statute require that the summons refer to a facsimile number, and if so, does 

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the absence of such a reference require that the action be dismissed?) and to matters 

of procedure (Was the Association a necessary party, and if so, could the case 

proceed in its absence?).  Pryor Junior could have litigated these issues in the trial 

court, but he failed to do so.  Because the trial court's subject matter jurisdiction did not 

depend on the wording of the summons or the joinder of parties, Pryor Junior may not 

assert lack of subject matter jurisdiction as an excuse for avoiding his responsibility to 

preserve error.  These are issues on which the trial court was not asked to make a 
ruling, and we decline to address them.14

       Because the trial court had subject matter jurisdiction and substantial evidence 

supports its findings and the findings support its conclusions, we affirm entry of the 

order for writ of restitution and judgment for unlawful detainer.

       The remainder of this opinion has no precedential value.  Therefore, it will not be 

published but has been filed for public record.  See RCW 2.06.040; CAR 14.

       Stock Foreclosure Sale (Assignments of Error 2, 3, 4, 5, 8, 10, 13, 14)

       Pryor Junior argues the foreclosure sale's invalidity premised on several 

grounds addressed below.  

              Status of Seller

       Pryor Junior argues that MHM&F, the seller under the stock purchase and 

pledge and trust agreements, was a dissolved and nonexistent entity that lacked 

       14 For the reasons discussed above, we also reject Pryor Junior's argument 
that the superior court lacked jurisdiction because the LLC lacked a statutory basis 
for its action under the Residential Landlord-Tenant Act, chapter 59.18 RCW, the 
Manufactured/Mobile Home Landlord-Tenant Act, chapter 59.20 RCW, or the general 
unlawful detainer statutes, chapter 59.12 RCW.  
                                            -12- 

66027-6-I/13

authority to conduct business at the time of the foreclosure sale.  He assigns no error to 

finding of fact A.2, which states, "Edwin R. Wellington, d/b/a 'Manufactured Homes 

Management and Financial Company' was the successor of [MHM&F], a corporation, 

that was dissolved some years after 1982." He also assigns no error to related 

conclusion of law B, which states, "[The LLC] was a legal successor to the interest of 

Edwin R. Wellington in the property and business known as Manufactured Homes 

Management and Financial Co., and the subject matter of this case." Unchallenged 

findings of fact are verities on appeal.  Zunino v. Rajewski, 140 Wn. App. 215, 220, 165 

P.3d 57 (2007).  And unchallenged conclusions of law become the law of the case.  

King Aircraft Sales, Inc. v. Lane, 68 Wn. App. 706, 716, 846 P.2d 550 (1993).  Pryor 

Junior provides no argument or record citations to show that Ed Wellington, d/b/a 

MHM&F Co., Inc., lacked lawful authority to conduct the stock foreclosure sale. We 

decline to consider claims unsupported by citation to authority, references to the 

record, or meaningful analysis.  RAP 10.3(a)(6); Cowiche Canyon Conservancy v. 

Bosley, 118 Wn.2d 801, 809, 828 P.2d 549 (1992).            

              Notice

       Pryor Junior first argues that the May 15, 2007 notice of default was defective 

because it was addressed to a nonexistent entity and was signed "on behalf of a 

defunct corporation." Appellant's Br. at 31.  Pryor Junior failed to raise this argument 

below and thus waives it on appeal.  See RAP 2.5(a); State v. McFarland, 127 Wn.2d 

322, 332-33, 899 P.2d 1251 (1995).  Regardless, Pryor Junior suffered no prejudice 
because he received timely notice yet tendered late payment.15

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66027-6-I/14

       Pryor Junior also argues the May 15, 2007 notice of default included a cost not 

authorized by law -- $75 for the service cost.  Even if the notice mistakenly included the 

service cost, Pryor Junior undisputedly tendered late payment, days after the deadline 

required under the pledge and trust agreement.  The court's finding, supported by 

substantial evidence, states, "Pryor J[unior] failed to make a timely or sufficient tender 

of payment as required by the May 15, 2007 Notice of Default."          

              Trustee's Breach of Duty Claim

       Pryor Junior argues that Wilie breached his duties as trustee.  He cites to no 

authority supporting his lack of independent trustee argument and fails to support his 

conflict of interest argument with any citation to the record.  And during closing 

remarks, Pryor Junior's counsel acknowledged he presented no breach of duty

evidence:

              The court:  I don't have any expert testimony that anybody breached a 
       fiduciary duty here, do I?
              [Defense]:  No, no, you don't, and I'm not saying there was -- 
              The court:  Your argument is one of equity?

       15 Pryor Junior also challenges the trustee's method of sending the notice of 
default.  First, he claims, "[T]here is no evidence that the trustee [Wilie] mailed a notice 
of default to the Seller of the shares [Ed], as required by paragraph 8.C [of the pledge 
and trust agreement]." Appellant's Br. at 38.  But the record indicates that Ed and Wilie 
worked in "a very informal setting," "had desks side by side," and Ed had notice of the 
default.  RP (Aug. 10, 2010) at 59, 69, 75.  Pryor Junior does not argue he was 
prejudiced by Wilie's failure to mail Ed a notice of default.  And the law does not require 
a party to engage in a useless act.  Moratti ex rel. Tarutis v. Farmers Ins. Co. of Wash., 
162 Wn. App. 495, 504-05, 254 P.3d 939 (2011).  Pryor Junior also claims that sending 
the notice by certified mail caused delay in its receipt.  He argues, "If the notice were 
sent by certified mail, it should have also been sent by regular mail." Appellant's Br. at 
39.  He cites no authority for this proposition, and the pledge and trust agreement 
contains no such requirement.  See Ex. 2, at 3 (notice is deemed sufficiently given or 
served "by being deposited as certified or registered mail") (emphasis added)).  

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              [DEFENSE]:  Yes, exactly.
              . . . . 
              The court:  It's an equitable point.  But the point is is I don't have anything 
       in the record to support that.  I mean, if the finding of a breach of fiduciary duty 
       lies in equity, then I should have some expert testimony telling me that.  This is a 
       closely held corporation.  It could very well be within the realm of possibility it's 
       how this shook out.  Without anything to the contrary in the documents saying 
       you got to give notice, and you have to post a purchase price, and you have to 
       leave it open for bids for three days, or, you know, clearly we've seen those 
       scenarios, right?
              [dEFENSE]:  Right.  No, and I'm not saying that they had to do that.

RP (Aug. 11, 2010) at 212-13 (emphasis added). We therefore decline to address 

these claims.  RAP 10.3(a)(6); Cowiche Canyon, 118 Wn.2d at 809.  

       Pryor Junior also argues that Wilie breached his duty as trustee when he 

refused to accept Pryor Junior's May 31, 2007 tender of $400.  He claims that Wilie 

"should at least have considered whether Pryor Junior had a legitimate reason for not 

sending a check within the ten-day period." Appellant's Br. at 39.  He also argues Wilie 

should have considered "equitable principles" to prevent forfeiture of the stock.  But he 
cites no controlling case authority16 that requires a trustee to extend the cure period 

after default or to consider equity.  See RAP 10.3(a)(6); Cowiche Canyon, 118 Wn.2d 

at 809.  

       In addition, the trial court determined that Pryor Junior tendered less than the 

amount demanded "16 days after the notice went out, which would be six days after the 

cure period had passed." RP (Aug. 11, 2010) at 241.  

       There's no attempt by Pryor, Jr. to make inquiry, whether by telephone or in 
       person, whether he could cure.  Even if I give him an extra three days, which you 

       16 None of the cases Pryor Junior relies on are persuasive or controlling.  Most 
involve real estate contracts or leases.

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66027-6-I/16

       can give for notices under the court rule for notices sent by mail.  It still doesn't 
       explain why Pryor, Jr., if in fact, he got [the notice] on [May] 25th . . . , didn't take 
       immediate steps, either through himself or counsel, to make contact and 
       provisions for payment.

RP (Aug. 11, 2010) at 241 (emphasis added).  The record also shows the court 

considered the circumstances and the equities before concluding the foreclosure sale 

was valid. 

              Unconscionability Claim

       Pryor Junior contends the stock foreclosure sale was unconscionable because 

(1) the fair market value of the shares exceeded the net sale proceeds, (2) Wilie failed 

to provide public notice of the sale, and (3) Wilie failed to allow public bidding.  At trial 

Pryor Junior offered no evidence of value aside from his own November 6, 2006 letter 

to Ed, stating, "I would like to know if you would be interested in buying my place back 
at the price of $25,000."17 Ex. 10.  And Wilie followed the procedures in the pledge and 

trust agreement.18 Pryor Junior next argues that the contract terms were substantively 

       17 Even if we assume the shares had a fair market value of $25,000, 
"Washington courts have not set a benchmark for when a foreclosure sale is 
inadequate as a matter of law.  In general, Washington courts have found the purchase 
price inadequate when it is less than 10 percent of the fair market value."  Albice v. 
Premier Mortgage Servs. of Wash., Inc, 157 Wn. App. 912, 932, 239 P.3d 1148 (2010).  
Here the stock was sold for over 45 percent of what Pryor Junior claims is the fair 
market value.  

       18 The agreement states, "Trustee shall commence foreclosure of this pledge 
after ten (10) days have elapsed since the mailing of notice of default to Purchaser and 
the Seller." Ex. 2, at 3.  Notice is sufficiently given "by being deposited as certified or 
registered mail, with postage prepaid, in the post office letter box . . . ." Ex. 2, at 3.  
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66027-6-I/17

unconscionable.  "Substantive unconscionability involves those cases where a clause or 

term in the contract is one-sided or overly harsh."  Townsend v. Quadrant Corp., 153 

Wn. App. 870, 882, 224 P.3d 818 (2009).  Pryor Junior failed to raise this argument 

below and thus waives it on appeal.  See RAP 2.5(a); McFarland, 127 Wn.2d at 332-

33.  

       The trial court properly concluded based on substantial evidence that

The agreement authorizes the trustee, upon default, to "foreclose the pledge by selling 
the capital stock at public or private sale with or without notice . . . ."  Ex. 2 at 3.  Wilie 
conducted a private sale without notice on May 30, 2007 -- 15 days after mailing a 
notice of default to Pryor Junior via certified mail.  Ex. 13, 14, 17.  

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       2. Status as Stock Purchasers
              2.1. Failure to Cure
              Defendants did not cure the default in stock purchase installment that 
       existed on May 15, 2007, in a timely or sufficient manner and did not take 
       reasonable steps thereafter to cure their default.  Defendants are therefore not 
       stock purchasers.
              2.2. Forfeiture of Stock
              Pryor, Jr.'s putative interest in his father's shares of stock in the 
       Association were foreclosed upon by Notice of Default and failure to cure.  
       Plaintiff's predecessor had the right to and did sell the shares to Edwin R. 
       Wellington according the provisions of the Contracts and Pryor, Jr.'s interest in 
       the shares were thereby extinguished.  There was nothing improper in the sale 
       of shares and the Trustee did not act in bad faith.

Concluding Pryor Junior's stock forfeiture claims are meritless, we turn next to his 

unlawful detainer action challenges.

       Unlawful Detainer Action

              Offset (Assignment of Error 9)

       Pryor Junior argues that no basis existed for the current unlawful detainer action 

because no net sum was owed to the LLC.  According to Pryor Junior, at the time the 

LLC sent him a notice to pay rent or vacate, seeking unpaid rent of $6770.00, he had 

an unpaid $12,702.50 judgment for attorney fees against MHM&F awarded in the first 

lawsuit.  See Ex. 28.  The LLC counters that since this award had no effect on Pryor 

Junior's right to possession, no defense lies against its unlawful detainer action.

       Assuming Pryor Junior argues his attorney fee judgment is a defense to the

LLC's unlawful detainer claim, he acknowledges the well-established rule that an 

unlawful detainer action is very narrow and the court is limited to settling the right of 
possession.19  Josephinium Assocs. v. Kahli, 111 Wn. App. 617, 624, 45 P.3d 627 

       19 Pryor Junior's argument on this point is unclear.  In his answer to the 

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(2002).  We explained the reason for such a rule in Kahli:

              The unlawful detainer statute permits a tenant to assert "any legal or 
       equitable defense or set-off arising out of the tenancy." [RCW 59.18.380.]  An 
       equitable defense arises when "there is a substantive legal right, that is, a right 
       that comes within the scope of judicial [juridicial] action, as distinguished from a 
       mere moral right" and the usual legal remedies are unavailing.  [Port of 
       Longview v. Int'l Raw Materials, Ltd., 96 Wn. App. 431, 437, 979 P.2d 917 
       (1999).] To protect the summary nature of the unlawful detainer action, 
       defenses "arise out of the tenancy" only when they affect the tenant's right of 
       possession or are "based on facts which excuse a tenant's breach." [Munden v. 
       Hazelrigg, 105 Wn.2d 39, 45, 711 P.2d 295 (1985).]  Where a defense exists 
       that arises out of the tenancy, the court must consider it. Conversely, where a 
       defense or counterclaim is not necessary to determining the right to possession, 
       the court has no jurisdiction to consider it in an unlawful detainer action. When 
       the tenant's breach is failure to pay rent, the inquiry is "whether there is any 
       legal justification for nonpayment." [Heaverlo v. Keico Indus., Inc., 80 Wn. App. 
       724, 728, 911 P.2d 406 (1996).]

Kahli, 111 Wn. App. at 624-25 (emphasis added) (second alteration in original) 

(footnote and internal quotation marks omitted).  

       Here, none of these limited exceptions apply to Pryor Junior's case.  Pryor

Junior's attorney fee judgment stemmed from his prevailing party status under the Act's 

attorney fees provision.  The court concluded it lacked jurisdiction to reach the merits of 

the unlawful detainer action.  Because the judgment neither excuses nonpayment of 
rent nor arises out of the tenancy, his no net sum claim fails.20 The trial court properly 

unlawful detainer complaint, he alleged the judgment "should be set off against the 
$12,702.50 judgment defendants obtained against plaintiff's predecessor(s) in cause 
#07-2-08397-7. . . ."

       20 To the extent Pryor Junior relies on Reichlin v. First National Bank, 184 Wn. 
304, 51 P.2d 380 (1935), to argue that the LLC had no basis to bring its unlawful 
detainer action, he misconstrues the case. In Reichlin, the issue was not whether the 
landlord properly brought the unlawful detainer action.  The plaintiff landlord in that 
case obtained a favorable verdict in the unlawful detainer action.  The issue was 
whether the trial court properly set off against the verdict a judgment previously entered 
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set off Pryor Junior's attorney fee judgment against the unlawful detainer judgment.  See

Reichlin, 184 Wn. at 316 (holding that a previous judgment in the defendant's favor 

was properly set off against the plaintiff's verdict in an unlawful detainer action).  

              Landlord-Tenant Status (Assignments of Error 1, 6, 7, 8, 9, 10, 11, 12, 15)

       Pryor Junior claims no landlord-tenant relationship existed so no unlawful 

detainer action lies under the Act.  The LLC correctly argues that a landlord-tenant 

relationship replaced the secured party-debtor relationship when the stock associated 

with space 65 was properly sold in foreclosure.

       We first address whether collateral estoppel applies to the 2008 findings of fact 

and conclusions of law because both parties rely on them in this case.  A party 

seeking to bar relitigation of an issue under the collateral estoppel doctrine must 

show (1) the issue decided in a previous adjudication is identical to that presented in 

the current action, (2) the first adjudication resulted in a final judgment on the merits, 

(3) the opposing party is the same or in privity with a party to the prior litigation, and 

(4) application of collateral estoppel will not work an injustice.  Williams v. Leone & 

Keeble, Inc., 171 Wn.2d 726, 731, 254 P.3d 818 (2011).  

       We conclude that collateral estoppel is inapplicable because the trial court 

undisputedly dismissed MHM&F's previous unlawful detainer action without reaching 

either the stock foreclosure or possession issues.  We conclude the trial court here 

erred in giving collateral estoppel effect to the 2008 findings and conclusions.  

against the plaintiff and in favor of the defendant.  Reichlin, 184 Wn. at 305-06. The 
court held that the defendant's judgment was properly set off against the plaintiff's 
verdict.  Reichlin, 184 Wn. at 316. 
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66027-6-I/21

Regardless, our review of the record shows that despite this erroneous determination, 

the trial court independently considered the trial evidence and the law when it entered 
its findings and conclusions.21  

       Pryor Junior assigns error to numerous findings and conclusions regarding the 

trial court's landlord-tenant determination.  We review findings of fact for substantial 

evidence.  Snyder v. Haynes, 152 Wn. App. 774, 779, 217 P.3d 787 (2009). We then 

determine whether the findings support the conclusions of law and judgment.  Brin v. 

Stutzman, 89 Wn. App. 809, 824, 951 P.2d 291 (1998).  "The substantial evidence 

standard is deferential and requires the appellate court to view all evidence and 

inferences in the light most favorable to the prevailing party."  Lewis v. Dep't of 

Licensing, 157 Wn.2d 446, 468, 139 P.3d 1078 (2006).  Pryor Junior assigns error to 

finding C, which states that the LLC "owns and has the right to possession of a certain 

interest in . . . [m]obile home space 65."  Association president Richard Hutchins

testified at trial about the park's ownership structure.  Hutchins testified he resided on 

space 46 at the park.  He stated he was not a shareholder, but he rented his space 

from Jonathon Wellington and made rent payments to the LLC.  He also testified that 

the LLC owned "[a]bout 30" homes in the park and that almost half the park is owned by 

the LLC.  None of the people who live in those homes are shareholders -- instead, 

Jonathon Wellington/the LLC own the shares associated with those spaces and the 

renters make payments to the LLC.  Counsel for the LLC also argued:

       [I]f you take a look at the 30 other tenants who are just regular tenants without 

       21 The trial court's oral ruling also shows the court's independent exercise of 
discretion when addressing the findings and conclusions.  
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66027-6-I/22

       stock purchase contracts or without owning the stock, those 30 tenants are 
       tenants of MHM[&F], LLC, and I think that's quite clear that when those shares of 
       stock are held by MHM[&F], they become the owner of that right to that particular 
       space.  They become the landlord.
RP (Aug. 10, 2010) at 148.22 The court later stated its understanding of the status of 

the "about 30" tenants who were not shareholders, stating, "The ones who have no 

stock rights in this, the 35 or 30 people, they pay a monthly rent and they pay a monthly 

maintenance fee." RP (Aug. 10, 2010) at 142. 

       And article IV, paragraph 1, subparagraph I of the proprietary lease admitted at 

trial as exhibit 3 states: 

       This lease shall expire immediately upon the sale of the shares of stock 
       allocated to this lease by a trustee to whom the stock has been pledged.  The 
       Lessor [(the Association)] shall thereupon issue a new Proprietary Lease to the 
       owner of said shares [(the LLC)] for a term equal to the term that remained on 
       the prior Proprietary Lease.

Ex. 3 at 11.  Article III, paragraph 6 also provides for subletting:

       The Lessee [(the LLC)] may sublet the Space for any term to any person or 
       persons subject to the Lessor's [(the Association's)] written consent to the 
       sublessee and the terms of the sublease, authorized by a resolution of the Board 
       of Directors, or signed by a majority of the directors, or by lessees owning of 
       record at least a majority of the capital stock of the Lessor accompanying 
       proprietary leases then in force. . . . 

Ex. 3 at 6-7. Substantial evidence shows that under the provisions quoted above, (1) 

the proprietary lease between Pryor Senior and the Association expired upon trustee 

Wilie's sale of the 100 stock shares associated with space 65 to Ed, (2) the LLC owned 

       22 Wilie Wellington testified at trial that after the stock was sold, Pryor Junior
became an ordinary tenant.  He also testified that some of the other tenants in the park 
were not stock purchasers and were just regular tenants of the LLC.

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66027-6-I/23

these shares23 with the right to possession of space 65, and (3) the LLC had the right to 

enter into a proprietary lease with the Association and the associated right to sublet 
space 65 to other tenants.24 We conclude substantial evidence supports finding C.  

       As to Pryor Junior's remaining challenges to these findings, his brief rarely, if 

ever, refers to any particular finding or conclusion entered by the court.  Instead, he 

argues perceived flaws in the court's analysis.  "The appellant must present argument

to the court why specific findings of fact are not supported by the evidence and must 

cite to the record to support that argument."  Inland Foundry Co. v. Dep't of Labor & 

Indus., 106 Wn. App. 333, 340, 24 P.3d 424 (2001). Because Pryor Junior has not 

shown that any of the factual findings are unsupported by the evidence, the findings 

cannot be disturbed.

       Pryor Junior assigns error to conclusions of law C.1 and D, which state (1) he 

had a landlord-tenant relationship with the LLC, (2) the unlawful detainer action was 

proper under the Act, and (3) he was guilty of unlawful detainer.  He claims that an 

unlawful detainer action cannot be maintained because the Association was the 

landlord and the LLC was merely a secured party under the stock purchase agreement.  

The LLC responds that it was properly the landlord when the action was filed since the 

stock foreclosure extinguished Pryor Junior's alleged interest in the stock and 

       23 Substantial evidence shows that Jonathon formed the LLC in 2009 when Ed 
died.  See RP (Aug. 10, 2010) at 54, 96; Ex. 35.

       24 The record undisputedly shows that the LLC offered to lease the space to 
Pryor Junior, but he refused.

                                            -23- 

66027-6-I/24

terminated the proprietary lease.25  

       Under the Act, a landlord may terminate the tenancy of a tenant or the 

occupancy of an occupant for several specified reasons.  Relevant to this case, a 

landlord may terminate a tenancy or occupancy for "[n]onpayment of rent or other 

charges specified in the rental agreement, upon five days written notice to pay rent 

and/or other charges or to vacate." RCW 59.20.080(1)(b).  "'Landlord' means the 

owner of a mobile home park and includes the agents of a landlord." RCW 

59.20.030(4).  "'Tenant' means any person, except a transient, who rents a mobile 

home lot." RCW 59.20.030(18).  "'Occupant' means any person . . . other than a 

tenant, who occupies a mobile home, manufactured home, or park model and mobile 

home lot." RCW 59.20.030(20) (emphasis added).

       As discussed above, the court's findings of fact support its conclusions of law 

regarding the LLC's status as a landlord under the Act.  Substantial undisputed 
evidence indicates the stock foreclosure sale26 (1) extinguished any interest Pryor 

Junior had in the shares, (2) terminated the proprietary lease between Pryor Senior and 

the Association, (3) vested ownership of the shares in the LLC, and (4) triggered the 

LLC's right to enter a proprietary lease with the Association and thus sublet space 65 to 

other tenants.  See Ex. 3 at 11 (lease provisions regarding subletting); Sanders v. Gen.

       25 The LLC also argues that it has an assignment of the Association's right to 
evict Pryor Junior under the April 19, 2010 "Assignment of Rent and Claims Arising 
from Rent Default."  See Ex. 32.  Given our opinion here, we need not address this 
claim.  

       26 Pryor Junior challenged the validity of the stock foreclosure sale.  But as 
discussed above, we reject the challenge.
                                            -24- 

66027-6-I/25

Petroleum Corp. of Cal., 171 Wn. 250, 258, 17 P.2d 890 (1933) (tenant who sublets 

property becomes a sublandlord and may maintain unlawful detainer action against 

subtenant).  The proprietary lease provides that lease expiration shall occur "[i]f at any 

time during the term of this lease the Lessee [(Pryor Senior)] shall cease to be the 

owner of all of the shares owned by the Lessee [(Pryor Senior)] . . . ." Ex. 3 at 10.  The 

lease also provides for immediate expiration upon the sale of the shares of stock by the 

trustee.  In that case, "[t]he Lessor [(Association)] shall thereupon issue a new 

Proprietary Lease to the owner of said shares [(LLC)] for a term equal to the term that 

remained on the prior Proprietary Lease." Ex. 3 at 11.  

       In addition, Pryor Junior acknowledges that he is a "tenant" or "occupant" as 

those terms are defined under the Act and discussed above.  The Act provides for 

unlawful detainer actions against occupants who fail to pay rent.  See RCW 

59.20.080(1)(b).  Although the trial court found Pryor Junior was a tenant rather than an 

occupant, we may affirm on any basis supported by the record.  In re Marriage of 

Rideout, 150 Wn.2d 337, 358, 77 P.3d 1174 (2003). Pryor Junior also testified that he 

lived on space 65 until April 14, 2010, and that his personal property was still on space 

65 at the time of trial.  We conclude the trial court properly issued a writ of restitution 
on the LLC's unlawful detainer action under the Act.27

       27 The MHLTA is "exclusive where applicable." RCW 59.20.040.  Even if the 
MHLTA did not apply here, the LLC's unlawful detainer action is properly maintained 
under chapter 59.12 RCW, the general unlawful detainer statute.

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66027-6-I/26

              Attorney Fees (Assignment of Error 16)          

       Pryor Junior assigns error to the trial court's award of attorney fees and costs to 

the LLC.  He provides no support for this assignment of error other than claiming he 

should be considered the prevailing party in this action.  We therefore decline to 

address this claim.  Cowiche Canyon, 118 Wn.2d at 809. 

       Both Pryor Junior and the LLC request attorney fees on appeal under RCW 

59.20.110.  "Under RAP 18.1(a), we may award attorney fees on appeal if an 

applicable law grants that right."  Hartson P'ship v. Martinez, 123 Wn. App. 36, 44, 96 

P.3d 449 (2004).  Under RCW 59.20.110, the prevailing party in a MHLTA action is 

entitled to reasonable attorney fees and costs.  As the prevailing party, the LLC is 

entitled to reasonable attorney fees and costs on compliance with RAP 18.1.

                                        CONCLUSION

       Because the trial court had subject matter jurisdiction and substantial evidence 

supports its findings and the findings support its conclusions, we affirm entry of the 

order for writ of restitution and judgment for unlawful detainer.

WE CONCUR:

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