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Court of Appeals Division I
State of Washington

Opinion Information Sheet

			

           IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

WEDGEWOOD AT RENTON, INC., a                )       No. 66571-5-I
Washington corporation; KOLIN               )
TAYLOR and JANE DOE TAYLOR,                 )       DIVISION ONE
husband and wife and their marital          )
community; and KBS DEVELOPMENT              )
CORPORATION, a Washington                   )
corporation,                                )       UNPUBLISHED OPINION
                                            )
                      Respondents,          )
                                            )
                 v.                         )
                                            )
WESTCOTT HOLDINGS, INC., a                  )
Washington corporation; and                 )
VERCELLO, LLC, a Washington limited )
liability company,                          ) 
                                            )
                      Appellants.           )       FILED:  June 11, 2012

       Schindler, J.  --  Vercello LLC, a wholly-owned subsidiary of Westcott Holdings 

Inc., entered into an agreement with Wedgewood at Renton Inc. and KBS Development 

Corp. to purchase vacant finished lots in a subdivision in Renton.  After the real estate 

purchase and sale agreement (REPSA) expired, the parties entered into an addendum 

amending the terms of the REPSA, "Addendum G." Vercello appeals summary 

judgment dismissal of its claims against Wedgewood, KBS, and KBS president Kolin 

Taylor for breach of contract, specific performance, and damages on the grounds that  

No. 66571-5-I/2

Addendum G was unenforceable. We reverse and remand.

                                            FACTS

       Wedgewood and KBS owned vacant finished lots in the proposed plat of

Wedgewood and Wedgewood Lane in Renton.  Wedgewood owned Divisions 1, 2, 3, 

and 5; and KBS owned Division 4. 

       On January 30, 2007, home builder Westcott Holdings Inc. entered into a

REPSA with Wedgewood and KBS.  Subject to financing and a feasibility study, 

Westcott agreed to purchase 126 lots from Wedgewood and KBS for $245,520 per lot.  

The total purchase price of $30,935,520 included a nonrefundable earnest money

deposit of $630,000. Exhibit A to the REPSA sets forth a legal description of the 

property, Exhibit B addresses the "Construction Site Maintenance Damage Deposit,"

and Exhibit C sets forth the "Takedown Price Schedule."

       According to the terms agreed to in the REPSA, three separate closings for 42 

lots were scheduled to occur over the course of a year. The REPSA also contains a 

"[t]ime is of the essence" provision. The REPSA provides, in pertinent part:

       Scheduled Closing Date

              Closing shall occur according to the following schedule:
                      i.     Closing of first 42 lots on or before the later of either 
                             Sixty (60) days from mutual acceptance of this 
                             Agreement OR within Seven (7) days following 
                             Sellers written notice to Purchaser that the lots have 
                             been recorded with the County of King and "finished"
                             per the definition in Paragraph 8 of the Purchase and 
                             Sale Agreement dated January 30, 2007.
                      ii.    Closing of the Second 42 lots shall be no later than 6 
                             months from the date of the first closing, or earlier at 
                             Purchaser's discretion.
                      iii.   Closing of the Final 42 lots shall be no later than 12 
                             months from the date of the first closing, or earlier at 

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No. 66571-5-I/3

                             Purchaser's discretion.  The Final 42 lots shall bear 
                             interest from the date of the second closing to the 
                             date of the final closing at a rate of 4% per annum, 
                             added to the purchase price and payable at the final 
                             closing.
                      iv.    Purchaser shall identify specific lots for each closing 
                             during feasibility study.

With the approval of Wedgewood and KBS, Westcott assigned its interest in the 

REPSA to its wholly-owned subsidiary, Vercello.  

       Based on the results of the feasibility study, on March 6, 2007, the parties 

amended the terms of the REPSA before the first scheduled closing date. The parties

reduced the number of lots from 126 to 113, reduced the purchase price to 

$27,687,303, reduced the amount of the nonrefundable earnest money to $565,000, 

and changed the closing dates.  "Addendum B" provides, in pertinent part:

              The following is an Addendum to the Real Estate Purchase and 
       Sale Agreement dated January 30, 2007, by and between Westcott 
       Holdings, Inc. ("Purchaser") and Wedgewood at Renton, Inc. and KBS 
       Development Corporation ("Sellers").  In the event of any inconsistencies 
       between this Addendum and the Real Estate Purchase and Sale 
       Agreement, the terms of this Addendum shall control.  The Real Estate 
       Purchase and Sale Agreement and all addenda thereto are collectively 
       referred to as "this Agreement."

              Pursuant to the Agreement, Purchaser and Seller hereby agree to 
       the following:

       . . . . 

       5)  Allocation of Purchase Price, Payment of Purchase Price and 
           Scheduling Closing Date (Paragraph 3 and 5a of the Agreement, 
           respectively) shall be amended to read as follows:

           a)   The purchase of the first 37 lots (the "First Closing"), shall be 
                comprised of Lots 43 and 44 of Division 2 and Lots 1 through 35 
                of Division 3.  The Purchase Price for each lot shall be consistent 
                with those prices called out in the revised Exhibit C (attached) to 
                the Agreement, titled "VerCello Takedown Price Schedule." The 

                                               3 

No. 66571-5-I/4

                First Closing shall occur on or before the latter to occur of:  a) 55 
                days following the Removal of Feasibility Study Contingency 
                pursuant to Paragraph 22 of the Agreement, or b) 5 days 
                following the completion of the lots pursuant to Paragraph 8 of the 
                Agreement.
           b)   The Second Closing shall be 38 lots, comprised of lots 36 through 
                40 of Division 3, lots 1 through 10 of Division 4, lots 1 through 18 
                of Division 1, and lots 1 through 4 and lot 45 of Division 2.  The 
                Purchase Price for each lot in the Second Closing shall be 
                consistent with those prices called out in the revised Exhibit C 
                (attached) to the Agreement, titled "VerCello Takedown Price 
                Schedule." The Second Closing shall occur no later than 170 
                days from the date of the first closing.
           c)   The Third Closing shall be the remaining 38 lots not included in 
                any of the previous closings.  The Purchase Price for each lot in 
                the Third Closing shall be consistent with those prices called out 
                in the revised Exhibit C (attached) to the Agreement, titled 
                "VerCello Takedown Price Schedule," plus interest as specified in 
                paragraph 5a(iii) of the Agreement.  The Third Closing shall occur 
                no later than 365 days from the date of the first closing.[1]

       As agreed, the closing for the first set of lots occurred in July 2007.  At closing, 

Vercello paid Wedgewood and KBS $9.3 million for 37 lots and committed $10 million 

for construction.  The closing for the second set of lots was scheduled for January 17, 

2008.  

       Because "the market had slowed considerably and the market value of the lots 

had significantly declined," Vercello was concerned about going ahead with the second 

closing and "was reluctant to pay another $9 million and commit to another $10 million 

in construction costs under the then present market conditions." But according to 

Vercello, "Wedgewood was desperate to go forward with a second closing, as they 

were obligated to pay the final $6 million on their underlying loan."  Accordingly, before

       1 "Addendum C" addresses the lots to be sold in each closing, adjusting boundary lines; 
"Addendum D" is a walkthrough checklist; "Addendum E" is an assignment to Vercello; "Addendum F"
changes the amount of the damage deposit.
                                               4 

No. 66571-5-I/5

the second closing scheduled for January 17, 2008, the parties agreed to restructure 

and negotiate new terms for closing on the second and the third sets of lots.

       On January 29, 2008, the parties entered into Addendum G.  Addendum G 

expressly incorporates the REPSA by reference but states that the terms of the 

Addendum shall control.  Addendum G states, in pertinent part:

              The following is an Addendum to the Real Estate Purchase and 
       Sale Agreement dated January 30th 2007 together with all related 
       addendums and exhibits, by and between Vercello, LLC ("Purchaser" via 
       Assignment) and Wedgewood at Renton, Inc. and KBS Development 
       Corporation ("Sellers").  In the event of any inconsistencies between this 
       Addendum and the Real Estate Purchase and Sale Agreement, the terms 
       of this Addendum shall control.  The Real Estate Purchase and Sale 
       Agreement and all addenda thereto are collectively referred to as "this 
       Agreement".

       Addendum G changes a number of the terms of the REPSA.  The parties

reduced the sales price per lot to $216,780, or a total of approximately $8.8 million, and 

allowed Vercello to apply the earnest money to closing on the second set of lots.  The

parties agreed that the second closing would occur "on or before Thirty Five (35) days 

from Mutual Acceptance of this Addendum G," and that the closing on the remaining 35

lots would occur "on or before January 6, 2009."

       Vercello agreed that Wedgewood and KBS could "market and sell any of the 

remaining 35 lots included in the Third Closing to a third party, provided that Purchaser 

does NOT exercise their Right of First Refusal as provided below."  However,

Wedgewood and KBS agreed that Vercello has a right of first refusal upon receipt of a 

bona fide offer to purchase the remaining 35 lots scheduled for the third closing. Under 

the terms of the right of first refusal, Wedgewood and KBS had to notify Vercello in 

                                               5 

No. 66571-5-I/6

writing of any bona fide offers to purchase the 35 lots.  Vercello then had two days to

                                               6 

No. 66571-5-I/7

exercise the right of first refusal and purchase the lots based on the terms of the offer.  

The right of first refusal in Addendum G states:  

       First Right of Refusal.  Purchaser retains the right of first refusal to match 
       any bona fide offer to purchase any of the remaining lots.  Seller shall 
       provide written notice and copy of signed bona fide offer, from third party 
       to Purchaser and Purchaser shall have Two (2) business days to accept 
       or decline terms of such offer and deliver notice to Seller in writing.  If 
       accepted, Purchaser shall deposit an equal amount of Earnest money and 
       proceed to closing per agreed upon price and terms of said bona fide 
       offer.  If not so accepted in 2 day period than it shall be assumed declined 
       by Purchaser and Seller may proceed to closing with third party AND the 
       subject lots of said bona fide offer shall be removed from this Agreement.  
       If terms of said offer are materially revised any time after Purchaser's 
       declination, Purchaser shall have the right to exercise this right of first 
       refusal according to the terms herein each time the terms are materially 
       changed.

       As agreed to in Addendum G, the closing on the second set of lots took place, 

and Vercello paid Wedgewood and KBS approximately $8.8 million.  

       Unbeknownst to Vercello, in the fall of 2008, Wedgewood and KBS approached 

American Classic Homes (ACH) about purchasing the remaining 35 lots. In an e-mail 

dated October 31 from KBS president Kolin Taylor to ACH, Wedgewood and KBS 

agreed to sell the remaining 35 lots to ACH for approximately $175,000 per lot.  

Wedgewood and KBS also agreed that ACH could pay for the lots from the proceeds of 

sales, and could begin construction on the lots with no money down and no interest.  In 

addition, Wedgewood and KBS agreed to guarantee ACH at least $17,500 in profits

with any profit over $35,000 to be divided between the three parties, ACH, 

Wedgewood, and KBS.  The e-mail states that the parties agree to execute the 

purchase and sale agreement in early 2009.  

       Vercello did not close on the remaining 35 lots on January 6, 2009. According to 

                                               7 

No. 66571-5-I/8

Vercello, "[t]he primary reason [it] did not close on the remaining lots was the price of 

$245,000 per lot, all cash, required by Addendum G."  

       Three days later, on January 9, 2009, Taylor instructed his attorney to draft a 

purchase and sale agreement with ACH according to the terms set forth in the October

31 e-mail.  On February 6, Wedgewood, KBS, and ACH entered into a REPSA for the 

remaining 35 lots.  

       In a letter dated February 9, Vercello informed Wedgewood and KBS that under 

the terms of Addendum G, it was entitled to notice of the offer with ACH and the right of 

first refusal.  Vercello told Wedgewood and KBS that failure to comply with the terms of 

Addendum G and execute an agreement with ACH would result in a breach of contract.  

Wedgewood and KBS took the position that because the REPSA expired on the date of 

the third closing agreed to in Addendum G, January 6, 2009, the right of first refusal 

was not triggered.  

       On March 3, Wedgewood filed a declaratory judgment action on the grounds that 

Vercello's right of first refusal in Addendum G terminated on January 6, 2009.  In the 

"Complaint for Declaratory Judgment," Wedgewood admits that the parties entered into

Addendum G on January 29, 2008 after closing on the first set of lots, and the January 

29, 2008 agreement "materially modified the business deal," including the right to sell 

the remaining 35 lots scheduled as part of the third closing subject to Vercello's right of 

first refusal. The Complaint for Declaratory Judgment states, in pertinent part: 

              2.5     An addendum dated January 29, 2008 ("Addendum G") was 
       entered into between the parties after the closing of the first set of lots
       and prior to the closing of the second set.  The Addendum materially 
       modified the business deal, and the relevant modifications are as follows:
                      2.5.1  The entire earnest money was applied to the closing 

                                               8 

No. 66571-5-I/9

       of the second set of lots, which closing did subsequently occur;
                      2.5.2  Wedgewood regained the right to sell any of the lots 
       which were to be in the third closing subject to a first right of refusal of 
       Vercello; and
                      2.5.3  The closing date for the third set of lots was changed 
       to no later than January 6, 2009.

       Wedgewood alleged that because Vercello breached the terms of Addendum G

by failing to close on the third set of lots on January 6, 2009, the sellers "sought other 

means to market the lots which were to be sold to Vercello in the third closing," and in 

February 2009, entered into the agreement with ACH.  

       Vercello filed a counterclaim for specific performance, breach of contract, breach 

of the implied covenant of good faith and fair dealing, and damages.  Vercello alleged 

Wedgewood breached the terms of Addendum G by failing to give notice of the offer to 

ACH and not allowing it to exercise its right of first refusal.

       Wedgewood filed a motion for partial summary judgment.  Wedgewood argued 

that the right of first refusal expired on January 6, 2009.  Wedgewood conceded the 

parties "entered into Addendum G to the REPSA . . . which amended the REPSA."  

Citing the provision in the REPSA stating that "[t]ime is of the essence," Wedgewood 

claimed Vercello's right of first refusal expired when it failed to close on January 6,

2009.  Wedgewood also argued that the negotiations with ACH did not trigger the right 

of first refusal in Addendum G.  The court denied the motion for partial summary 

judgment without prejudice to allow the parties to conduct additional discovery.  Several 

months later, Wedgewood filed a second motion for partial summary judgment on the 

same grounds.  The court denied the motion on the grounds that there were material

issues of fact.

                                               9 

No. 66571-5-I/10

       In October 2009, Vercello asserted cross claims against KBS and Taylor for 

breach of Addendum G and the implied duty of good faith and fair dealing, breach of 

fiduciary duty, and tortious interference.  In answer to the cross claims, KBS admitted 

"the parties agreed to Addendum G which was . . . an addendum to the existing 

agreement."  

       After the case was transferred to another judge, KBS and Taylor filed a motion 

for summary judgment dismissal of Vercello's claims.  KBS and Taylor argued that 

because the REPSA expired before the parties executed Addendum G, as a matter of 

law Addendum G was not legally enforceable.  

       The trial court granted summary judgment dismissal of Vercello's claims on the 

ground that "the revival effort took place after January 17, 2008 when the agreement 

had already basically expired." The court also ruled that Addendum G violated the 
statute of frauds2 and did not "constitute a legally binding contract" because there was 

no "legal description of the property."  

       Wedgewood then filed a motion for summary judgment arguing for the first time 

that Addendum G was unenforceable on the same grounds asserted by KBS and 

Taylor.  The court granted the motion.  

       Vercello appeals the trial court orders granting summary judgment dismissal of 

its claims against KBS, Taylor, and Wedgewood.

                                          ANALYSIS

       Vercello contends the trial court erred in ruling that as a matter of law the parties

could not mutually agree to enter into a new agreement amending and incorporating

       2 Chapter 64.04 RCW.

                                              10 

No. 66571-5-I/11

the terms of the REPSA after it expired.  Wedgewood, KBS, and Taylor concede that 

the parties agreed to amend the terms of the REPSA in Addendum G, but assert that as 

a matter of law it is unenforceable because the REPSA expired before the parties 
executed Addendum G.3

       We review summary judgment de novo and engage in the same inquiry as the 

trial court.  Kruse v. Hemp, 121 Wn.2d 715, 722, 853 P.2d 1373 (1993).  Summary 

judgment is proper if the pleadings, depositions, answers, and admissions, together 

with the declarations, show that there is no genuine issue of material fact and the 

moving party is entitled to judgment as a matter of law.  CR 56(c).

       Our primary goal in interpreting a contract is to ascertain the parties' intent.

Berg v. Hudesman, 115 Wn.2d 657, 663, 801 P.2d 222 (1990).  In determining the 

parties' intent, 

       we will consider "the contract as a whole, the subject 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 the respective interpretations advocated by 
       the parties."  

Paradise Orchards Gen. P'ship v. Fearing, 122 Wn. App. 507, 516, 94 P.3d 372 
(2004)4 (quoting Berg, 115 Wn.2d at 667).  

       In addressing the question of whether Addendum G is a legally enforceable

agreement, the parties primarily rely on Pavey v. Collins, 31 Wn.2d 864, 199 P.2d 571 

(1948), and Mid-Town Ltd. P'ship v. Preston, 69 Wn. App. 227, 848 P.2d 1268 (1993).  

       3 Wedgewood also argues that Addendum G is void because it is illusory, the right of first refusal 
expired on January 6, 2009, and the deal with ACH did not trigger the right of first refusal.  These 
arguments were the subject of the first two summary judgment motions denied by the trial court.  
Wedgewood has not filed a cross-appeal on these issues and we will not consider them.  RAP 2.4(a); 
Robinson v. Khan, 89 Wn. App. 418, 420, 948 P.2d 1347 (1998). 
       4 (Internal quotation marks and citation omitted.)

                                              11 

No. 66571-5-I/12

Vercello asserts that whether Addendum G is characterized as a new contract that 

incorporates the terms of the expired REPSA, or as an addendum that revives the 

expired REPSA, the parties can mutually agree to revive an expired contract.  

Wedgewood and KBS argue that as a matter of law, Addendum G cannot revive the 

expired REPSA. Neither Pavey nor Mid-Town supports the argument that the parties 

could not enter into an agreement to amend and incorporate the terms of the expired 

REPSA.

       In Pavey, a real estate broker sued to recover his commission for a sale that 

occurred after the exclusive brokerage agreement expired.  Pavey, 31 Wn.2d at 869-

70.  The broker argued that in the letter sent by the seller terminating the agreement 

with the broker, the seller authorized him to continue his efforts to sell the property.  

Pavey, 31 Wn.2d at 866.  The letter from the seller to the broker states, in pertinent 

part:

       "[Y]our exclusive on my two ranches at Enumclaw no longer exists, 
       nevertheless should you have a buyer for either one $13,500 for 19 Acres 
       and $11000 on the 40 with commission deducted from these amounts, I 
       will let you know if these are sold by anyone else."  
Pavey, 31 Wn.2d at 866.5  

       The trial court concluded the letter showed the seller agreed to an extension of 

the original brokerage agreement.  Pavey, 31 Wn.2d at 870. The supreme court 

reversed on two grounds.  First, the court concluded that the letter expressly states that 

the prior agreement "no longer exists."  Pavey, 31 Wn.2d at 870.

       Whatever authority to sell and whatever right to a commission the 
       respondents may have had under the original agreement came to an 
       absolute end on December 31, 1946, and were not resuscitated by the 

       5 (Emphasis omitted.)

                                              12 

No. 66571-5-I/13

       letter of January 12, 1947.

Pavey, 31 Wn.2d at 872. The court also states that "the letter of January 12, 1947, on

                                              13 

No. 66571-5-I/14

its face negatives any 'extension' of a prior agreement, and categorically declares that 

the prior agreement has expired and no longer exists."  Pavey, 31 Wn.2d at 870.  

       Second, the court concluded that the parties did not mutually agree to "bring the 

terms of an extinguished contract into renewed existence." Pavey, 31 Wn.2d at 870.

The court notes that the letter did not authorize the broker to sell the property, limit the 

seller's ability to sell the property, set a commission or a time period for the broker to 

procure a buyer, or obligate either party in any way.  Pavey, 31 Wn.2d at 869.

              The second reason is that a contract which by its terms has 
       expired is legally defunct, and, since the vitality which it once had has 
       ceased, there is nothing upon which an extension may legally operate.  
       So long as a contract remains executory, the parties thereto, acting upon 
       sufficient consideration, may by agreement rescind, alter, modify, 
       supplement, or replace it; but, when the contract has terminated or been 
       extinguished, it is no longer subject to extension, for extension implies an 
       existing agreement.  To bring the terms of an extinguished contract into 
       renewed existence requires a new contract embodying such terms.
Pavey, 31 Wn.2d at 870.6  

       Accordingly, under Pavey, when an agreement expires it is "legally defunct" and 

"no longer subject to extension," unless the parties mutually agree to enter into a new 

agreement that incorporates the terms of the expired contract. Pavey, 31 

Wn.2d at 870.

       Here, the undisputed record shows that the parties mutually agreed to enter into 

a new agreement that amended and incorporated the terms of the expired REPSA.  

Before the second closing date in the REPSA of January 17, 2008, the parties 

negotiated an agreement to change the purchase price and closing dates for the 

second and third closings.  Executed on January 29, 2008, Addendum G expressly 

       6 (Emphasis omitted.)

                                              14 

No. 66571-5-I/15

incorporates the terms of the expired REPSA and states that "[i]n the event of any 

inconsistencies between this Addendum and the [REPSA], the terms of this Addendum 

shall control." Addendum G unambiguously amended the terms of the REPSA, setting 

new deadlines, a new price, and adding the right of Wedgewood and KBS to market the 

remaining lots scheduled for the third closing as well as a right of first refusal.  There is 

also no dispute that after entering into Addendum G, the parties performed according to 

its terms and closed on the second set of lots.  See Puget Sound Fin., L.L.C. v. 

Unisearch, Inc., 146 Wn.2d 428, 434, 47 P.3d 940 (2002).  When examined in light of 

the subsequent conduct of the parties, "it is apparent that [the parties] proceeded in a 

manner" consistent with the intent to revive the expired REPSA.  Carpenters Trust of 

W. Wash. v. Algene Constr. Co., Inc., 11 Wn. App. 838, 840, 525 P.2d 834 (1974).  

The plain and unambiguous language of Addendum G states that the REPSA "and all 

addenda thereto are collectively referred to as 'this Agreement.' "

       In Mid-Town, the parties entered into an addendum to the REPSA after the 

agreement expired.  The addendum amended a number of terms, including changing 

the closing day from October 31, 1988 to June 1, 1989.  Mid-Town, 69 Wn. App. at 

230. Neither party had sufficient funds to close on June 1 and the date "passed without 

a tender of performance by either party," but the parties continued to work on the deal.  

Mid-Town, 69 Wn. App. at 230.  When the purchaser was ready to close more than two 

months later, the seller refused to close.  Mid-Town, 69 Wn. App. at 231. The 

purchaser, Mid-Town, sued for specific performance and damages.  The trial court 

concluded that the conduct of the parties established that the parties mutually agreed 

                                              15 

No. 66571-5-I/16

to the extension of the June 1, 1989 closing date and a waiver of the time is of the 

essence provision in the agreement.  Mid-Town, 69 Wn. App. at 231. The trial court 

also found that the conduct of the seller "gave rise to equitable estoppel and/or waiver 

of the closing date."  Mid-Town, 69 Wn. App. at 231.  

       On appeal, there was no dispute that the addendum the parties entered into 

after the REPSA expired was enforceable.  We reversed on the grounds that the seller 

"did nothing that could be interpreted as a waiver of the June 1 closing date, nor of the 

time is of the essence clause."  Mid-Town, 69 Wn. App. at 236.  The opinion expressly 

notes that "except for the changes specifically set forth in the addendum, all other 

terms and provisions of the sale agreement remained in effect.  The addendum 

expressly so provides."  Mid-Town, 69 Wn. App. at 232. Accordingly, we concluded

that "the provision making time of the essence remained in full force and effect and that 

the extension of the closing date was expressly limited to June 1, 1989."  Mid-Town, 69 

Wn. App. at 232-33.  

       Because the agreement contained a time is of the essence provision, we held 

"there is no conduct giving rise to estoppel or waiver, the agreement becomes legally 

defunct upon the stated termination date if performance is not tendered." Mid-Town, 69 

Wn. App. at 233.    

       Here, as in Mid-Town, the parties could have walked away from the original 

agreement after it expired, but instead mutually agreed to enter into Addendum G, 

amending but otherwise incorporating the terms of the REPSA.

       Alternatively, Wedgewood and KBS argue that Addendum G is not enforceable 

                                              16 

No. 66571-5-I/17

because it does not meet the requirements of the statute of frauds.  We disagree.  

Compliance with the statute of frauds is not limited to a single, signed piece of paper

but may be evidenced by several clearly related documents.  Bigelow v. Mood, 56 

Wn.2d 340, 341, 353 P.2d 429 (1960).  There is no question that the REPSA includes

property descriptions that meet the requirements of the statute of frauds, and that 

Addendum G expressly incorporates the terms of the REPSA by reference.  

       We reverse and remand for trial. 

WE CONCUR:

                                              17