Williamson, Inc. v. Calibre Homes, Inc.

Madsen, J.

(dissenting) — The majority improvidently expands the bounds of the substantial compliance doctrine to reach the conclusion that Williamson, Inc., can maintain a suit against Calibre Homes, Inc. (Calibre). Since Williamson, Inc., is not a licensed salesperson, it is barred from suing for commissions on any ground. Because the majority deals a serious blow to the doctrine of substantial compliance, I respectfully dissent.

In order to conclude that Williamson, Inc., substantially complied with the provisions of chapter 18.85 RCW, the majority focuses on the action of Curtis and Betsy Williamson. Majority at 402. The majority’s underlying premise is that the fact that Curtis and Betsy Williamson complied with the licensing statutes and became licensed salespersons demonstrates substantial compliance by Williamson, Inc., with those same statutes. This premise is flawed, however, because chapter 18.85 RCW treats corporations as brokers and salespeople and establishes requirements that corporations must independently meet in order to become licensed brokers or salespersons. By any recognized measure, Williamson, Inc., did not substantially comply with the requirements of RCW 18.85.120 because it took none of the steps required to become licensed.

*406Substantial compliance “has been defined as actual compliance in respect to the substance essential to every reasonable objective of [a] statute.” In re Habeas Corpus of Santore, 28 Wn. App. 319, 327, 623 P.2d 702 (1981) (citing Stasher v. Harger-Haldeman, 58 Cal. 2d 23, 29, 372 P.2d 649, 22 Cal. Rptr. 657 (1962)). “In the cases where substantial compliance has been found, there has been actual compliance with the statute, albeit procedurally faulty.” City of Seattle v. Pub. Employment Relations Comm’n, 116 Wn.2d 923, 928, 809 P.2d 1377 (1991). RCW 18.85.120 establishes the procedure for becoming a licensed real estate broker or salesperson. Domestic corporations applying for a license must “[flurnish a certified copy of its articles of incorporation, and a list of its officers and directors and their addresses.” RCW 18.85.120(2). Additionally, a corporation must “[flurnish such other proof as the director may require concerning the honesty, truthfulness, and good reputation, as well as the identity, which may include fingerprints ... of the officers of a corporation . . . making the application.” RCW 18.85.120(3). Williamson, Inc., did not even attempt to meet these requirements, so its efforts cannot be deemed “procedurally faulty.”

To justify its conclusion to the contrary, the majority relies on Murphy v. Campbell Investment Co., 79 Wn.2d 417, 421-22, 486 P.2d 1080 (1971), for the proposition that substantial compliance is accomplished if “the ‘crucial devices’ the legislature utilized to effect the purpose of the act” are satisfied. Majority at 400. As the majority explains, in Murphy, the court determined that a registration requirement for contractors, which the plaintiffs attempted to meet, was “designed simply to aid the public in identifying contractors with the minimum qualifications prescribed by the legislature” and is not a “crucial device.” Majority at 400-01, 402. The majority holds that the requirements of RCW 18.85.120 are similar to the Murphy registration requirement and are therefore not crucial devices.

Murphy does not support the majority for two critical reasons. First, the majority mischaracterizes the require-*407merits of RCW 18.85.120. The requirement that a corporation apply for a license is not simply a device for public identification. The purpose of Title 18 RCW is “to protect the general public from negligent, unscrupulous, or dishonest real estate operators.” Nuttall v. Dowell, 31 Wn. App. 98, 108, 639 P.2d 832 (1982) (citing State v. Waymire, 26 Wn. App. 669, 614 P.2d 214 (1980)). Title 18 RCW grants power to the director of licensing to take disciplinary action. See RCW 18.85.230. An unlicensed corporate broker or salesperson is not easily supervised by the director since he or she will not have the names and addresses of the unlicensed company’s board of directors or a copy of its articles of incorporation. It would require investigation just to know of the company’s existence.

Moreover, the director would have no direct mechanism to require evidence concerning the honesty of board members as provided by RCW 18.85.120. Under the majority’s view, companies could avoid the hassle of compliance by hiring only licensed salespeople and thereby “substantially comply” with the law. This could leave consumers in the hands of unscrupulous companies and boards. The power to take disciplinary action, and hence protect the public, will be seriously eroded under the majority’s opinion.

In addition, RCW 18.85.120 requires that a fee be paid to obtain a license, and under RCW 18.85.220 that money is placed in the “real estate commission account in the state treasury.” Under the majority’s decision, the legislature’s clear intent to fund the commission with licensing fees would be thwarted by companies that avoid paying those fees while “substantially complying” with the law.

The second distinction between this case and Murphy is that the plaintiffs in Murphy attempted to meet the registration requirement. There, two contractors applied for a certificate of registration as specialty contractors. Murphy, 79 Wn.2d at 418. The court in Murphy noted that “[b]ut for a technical defect in the appellants’ original application for registration, the appellants would have possessed the requisite registration prior to the date upon which the parties *408entered into their written agreement.” Id. at 422. In contrast, Williamson, Inc., made no attempt to register. This is not a case where a technical defect in an application prevented compliance.

There is another case from the Court of Appeals, however, that is directly on point, Kennedy v. Rode, 41 Wn. App. 177, 702 P.2d 1240 (1985). In Kennedy, the Court of Appeals affirmed the trial court’s order of summary judgment dismissing the plaintiff’s claim for tortious interference with business relations. Id. at 178. The plaintiff, a real estate broker, was contacted to help complete a business transaction involving an interest in land. Id. He was contacted by James England, an associate of one of the parties to the transaction who was not a licensed real estate broker or salesman. Id. The plaintiff and England were to share a $50,000 commission with the plaintiff receiving $45,000 and England receiving $5,000. Id. at 178 & n.l. The Court of Appeals determined that the transaction fell under the purview of former RCW 18.85.330, Laws of 1953, ch. 235, § 15,4 making it unlawful for a licensed broker to share commissions with unlicensed brokers and for real estate salespersons who are not licensed to share with the licensed broker. Kennedy, 41 Wn. App. at 180-81. This led the court to conclude that the plaintiff’s agreement violated public policy, and thus any claim arising out of the agreement was tainted by the illegality and unenforceable. Id. at 182 (citing Sherwood & Roberts-Yakima, Inc. v. Leach, 67 Wn.2d 630, 636-37, 409 P.2d 160 (1965)).

Although the majority purports to distinguish this case from Kennedy, it actually overrules that decision sub silentio. The majority’s first distinction, that “[t]he unlicensed person in Kennedy was a natural person, not a closely held corporation owned and represented entirely by licensed natural persons,” is immaterial since chapter 18.85 RCW includes corporations as brokers or salespersons. Majority at 403. RCW 18.85.100 specifically requires every *409person, natural or corporate, to be licensed in order to perform real estate services. Next, the majority claims that Kennedy is distinguishable on the basis that the unlicensed person did not “even remotely” comply with a single requirement in chapter 18.85 RCW. Id. That is incorrect. The majority can draw this distinction only by attributing the actions of Curtis and Betsy Williamson to Williamson, Inc. Like the unlicensed person in Kennedy, Williamson, Inc., however, made no attempt whatsoever to comply with the provisions of chapter 18.85 RCW, and the fact that Curtis and Betsy complied with licensing requirements cannot alter the fact that Williamson, Inc., did not. Finally, the majority’s contention that Kennedy is distinguishable because the agreements here are facially valid is also incorrect. The contract in Kennedy was invalid because it provided for commission sharing between a licensed agent and an unlicensed person. The contract here is invalid for similar reasons. Moreover, Kennedy does not focus on the contract itself but on the fact that it violates public policy to make agreements that involve the sharing of commissions with unlicensed individuals or to have unlicensed individuals acting as agents in real estate transactions. Kennedy, 41 Wn. App. at 181. It is this identical principle that is applicable in the case at bar.

Since Williamson, Inc., failed to comply in any respect with the licensing requirement of RCW 18.85.120, Williamson, Inc., is not entitled to sue Calibre for commissions. RCW 18.85.100 states:

It shall be unlawful for any person to act as a real estate broker, associate real estate broker, or real estate salesperson without first obtaining a license therefor, and otherwise complying with the provisions of this chapter.
No suit or action shall be brought for the collection of compensation as a real estate broker, associate real estate broker, or real estate salesperson, without alleging and proving that the plaintiff was a duly licensed real estate broker, associate real estate broker, or real estate salesperson prior to the time of offering to perform any such act or service or *410procuring any promise or contract for the payment of compensation for any such contemplated act or service.

While Betsy and Curtis are licensed, the plaintiff, Williamson, Inc., was never a “duly licensed” real estate salesperson.

The trial court granted summary judgment to Calibre on the basis that Masters, Inc., and Williamson, Inc., were barred from suing under RCW 18.85.330 since Williamson, Inc., had not complied with statutory licensing requirements. The judgment of the trial court should be affirmed.

Alexander, C.J., and Sanders, J., concur with Madsen, J.

Amendments to RCW 18.85.330 since Kennedy was decided are not material to this discussion of Kennedy or the present case.