Donatelli v. D.R. Strong Consulting Engineers, Inc.

Madsen, C. J.

¶32 (dissenting in part) — Partial summary judgment in favor of defendant D.R. Strong Consulting *99Engineers Inc. should have been granted on both of Steven and Karen Donatellis’ negligence claims. There are several grounds on which the court could reach this conclusion as a matter of law. Instead, the majority comes up with a factual issue not raised or addressed by either party, worrying that the written contract may not set out all of D.R. Strong’s professional services and other services may have arisen from oral agreements or have been assumed by D.R. Strong. The majority decides that until a determination of the scope of professional services is made, it is impossible to decide whether the “independent duty doctrine” applies to the Donatellis’ negligence claims.

¶33 The factual inquiry called for by the majority is unnecessary because it is not material to the “independent duty doctrine” that the majority seeks to apply. It will also unduly delay resolution of this litigation.

¶34 In addition, the independent duty doctrine that the majority seeks to apply cannot be harmonized with the parties’ written agreement or with settled principles of contract law.

¶35 The court should decide this case on one of several legitimate grounds that justify partial summary judgment in favor of D.R. Strong on the negligence and negligent misrepresentation causes of action. First, this case is in all relevant respects indistinguishable from Berschauer/Phillips Construction Co. v. Seattle School District No. 1, 124 Wn.2d 816, 881 P.2d 986 (1994), which has not been overruled and which the court should conclude is controlling precedent.

¶36 Second, when the parties’ relationship is governed by a professional engineering services contract, the questions that should be answered are (a) whether the parties’ contract encompasses the risk of harm that is claimed, i.e., is the harm or injury the kind that results when the contractual promises are not performed in accord with the parties’ contractual expectation interests and (b) whether the contract governs the remedies when breach occurs. Here, *100the plaintiffs’ claims are founded on breach of contract, and the remedies, if any, should be limited to contractual remedies. The Donatellis do not assert property damage or personal injury, the kind of harm that should be remedied outside the contractual arrangement.

¶37 These first two grounds are within the scope of the issue raised by D.R. Strong when it sought discretionary review of the trial court’s denial of summary judgment on its negligence and negligent misrepresentation claims.

¶38 Third, and regardless of any other analysis, the plaintiffs’ tort claims are precluded by the limitation of professional liability in the parties’ contract. The professional liability limitation applies by its terms to “any injury or loss on account of any error, omission, or other professional negligence.” Clerk’s Papers (CP) at 26 (emphasis added). The contract expressly limits D.R. Strong’s “liability to the Client . . . arising out of the performance of [iis] professional services.” Id. (emphasis added). This liability limitation applies to all professional services regardless of whether they are set out in the written agreement. Giving effect to the parties’ express contractual agreement to limit D.R. Strong’s liability resolves the negligence and negligent misrepresentation claims.5

¶39 While this third basis is not argued it can be determined as a matter of law based on settled principles of contract law and the record, which includes the written contract that was brought to the attention of the trial court. The provision limiting professional liability unambiguously limits liability arising out of D.R. Strong’s performance of its professional services.

¶40 I strongly disagree with the majority’s sua sponte creation of an issue that inflates this litigation without any meaningful consequence to the case. This court could effectively and fairly answer the question whether partial sum*101mary judgment should have been granted on the negligence and negligent misrepresentation claims without delaying this case to resolve the unnecessary question posed by the majority.

Analysis

¶41 The majority alone raises the issue of the scope of D.R. Strong’s professional services, believing this to be necessary in order to decide whether the Donatellis’ negligence and negligent misrepresentation claims can go forward. As noted, this is not an issue raised by the parties; none of the appellate briefing filed by either party in this court or in the Court of Appeals raises or argues the issue the majority now finds dispositive of this review. Generally, we do not reach issues not raised by the parties. Adler v. Fred Lind Manor, 153 Wn.2d 331, 348 n.8, 103 P.3d 773 (2004); State v. Taylor, 150 Wn.2d 599, 603 n.2, 80 P.3d 605 (2003).

¶42 The court does have “ ‘inherent authority to consider issues not raised by the parties if necessary to reach a proper decision.’ ” Humphrey Indus., Ltd. v. Clay St. Assocs., 176 Wn.2d 662, 671, 295 P.3d 231 (2013) (quoting Alverado v. Wash. Pub. Power Supply Sys., 111 Wn.2d 424, 429, 759 P.2d 427 (1988)). The key is that the authority exists to reach a correct and fitting resolution of the case. But here the majority’s consideration of the issue it raises does not lead to a proper decision, and in fact the opposite is true.

¶43 First, whether the scope of professional services goes beyond the written contract makes no difference, either to the three grounds I propose that would properly resolve this case or to the question of whether the “independent duty doctrine” applies here, the latter being the question the majority says it cannot answer. Second, because there are valid bases on which to fully resolve the negligence and negligent misrepresentation claims, it is needless to extend *102this litigation. Third, the majority’s approach is unfair to the parties.

¶44 This case involves a contract for engineering services. The Donatellis do not assert claims for physical harm to persons or property. Rather, their asserted negligence claims are based on the failure to complete the project as contracted for. This being the case, precedent dictates that their remedies are contractual. In Berschauer/Phillips, a general contractor who had been awarded the construction contract for school renovation and construction asserted direct and assigned tort claims against the architect and structural engineer, claiming that the plans were inaccurate and defective and this negligence led to construction delays and cost overruns. The contractor had also been assigned the school district’s contract claims against the architect.

¶45 This court held that “the economic loss rule does not allow a general contractor to recover purely economic damages from a design professional in tort.” 124 Wn.2d at 833. The court recognized that in the design-construction industry contractual arrangements are made based on expected liability exposure. The court explained that its holding ensures that the allocation of risk and determination of potential liability in the future is what the parties bargain for by contract. Id. at 826. “A bright line distinction between the remedies offered in contract and tort with respect to economic damages also encourages parties to negotiate toward the risk distribution that is desired or customary. We preserve the incentive to adequately self-protect during the bargaining process.” Id. at 827.

¶46 Here, the subject matter is preparing engineering plans and related services for development of the Donatellis’ land into two short plats, similar to the design professionals’ obligations in Berschauer/Phillips. There is no meaningful difference between the services in the two cases, nor are the tort claims different in any meaningful way. In both cases, the tort claims rest on alleged delay and excess costs.

*103¶47 Further, the parties’ contract reflects exactly the kind of risk distribution addressed in Berschauer¡Phillips, with D.R. Strong expressly contracting to adequately “self-protect” through a contractual limitation of professional liability, in addition to the contractual terms setting out the parties’ obligations under the contract. The parties’ contract expressly limits liability to the amount of fees paid while permitting the Donatellis to secure waiver of this limit by paying an additional amount, which they did not do.6 The parties expressly allocated the risks associated with the subject of their contractual relationship.

¶48 The injury or harm involved in Berschauer/Phillips and the injury or harm alleged in the present case is of the same kind, i.e., increased construction costs and loss of expectation interests under the contract, the kind of harm or injury for which contract remedies are more appropriate.

¶49 In contrast, and as we have recognized, tort law traditionally provides remedies for injuries classified as physical harm. Stuart v. Coldwell Banker Commercial Grp., 109 Wn.2d 406, 420, 745 P.2d 1284 (1987) (citing William L. Prosser, Handbook on the Law of Torts § 101, at 665 (4th ed. 1971)); see Restatement (Third) of Torts § 1 (2000) (“Issues And Causes Of Action , addressed By This Restatement”: “This Restatement . . . applies to all claims (including *104lawsuits and settlements) for death, personal injury (including emotional distress or consortium), or physical damage to tangible property.”).7 Neither Berschauer/Phillips nor the present case involves harm or injury to persons or physical damage to property.

¶50 This case is legally indistinguishable from Berschauer/Phillips.

¶51 The majority maintains, however, that the ultimate issue that has to be resolved is whether the tort claims are permissible under the independent duty doctrine, explaining that the economic loss doctrine analysis used in Berschauer! Phillips is no longer the appropriate analysis. The majority reiterates the statement from the lead opinion in Eastwood v. Horse Harbor Foundation, Inc., 170 Wn.2d 380, 387, 241 P.3d 1256 (2010), that the term “ ‘economic loss rule’ was a misnomer.” Majority at 91.

¶52 However, in Affiliated FM Insurance Co. v. LTK Consulting Services, 170 Wn.2d 442, 450 n.3, 243 P.3d 521 (2010), the lead opinion stated that the decisions in Eastwood and Affiliated FM “leave intact our prior cases where we have held a tort remedy is not available in a specific set of circumstances.” Thus, in Eastwood and Affiliated FM the court did not purport to change the fundamental underpinnings of our precedent but instead embarked on an effort to clarify prior case law and provide what the court thought to be a clearer approach for deciding when tort claims may be pursued, notwithstanding the fact that the parties’ dealings arise from their contractual relationship. See majority at 91. Eastwood and Affiliated FM indicate that if circumstances are the same, the same result should be obtained under the independent duty doctrine as would have been obtained prior to these decisions. We held *105in Berschauer/Phillips that tort remedies are not available in the present circumstances and therefore Berschauer! Phillips should control on the issue whether tort duties may be pursued. Thus, this case can be decided on the basis that under Berschauer/Phillips the tort claims asserted by the Donatellis cannot be pursued.

¶53 As a second method for resolving this case, the court could use it to correct the court’s recent analysis for deciding whether a contracting party can pursue tort claims arising out of the parties’ contractual relationship. The “independent duty doctrine,” unlike the economic loss rule, suffers from a significant defect in that it springs from the wrong analytical starting point. The analysis under this doctrine implicitly begins with this question: Why not allow tort remedies? — starting, and ending, with what tort duties might be found. But when the parties’ relationship is contractual, the more important questions are whether the dispute or claim is within the scope of the contract and, if so, why allow any remedies outside the contract? At the same time, the nature of the risk of harm is an integral part of the inquiry, as the court recognized in Berschauer/Phillips and in the lead opinion in Affiliated FM. Personal injury and physical damage to property are not risks traditionally remedied by contract, and indeed the opposite is true.

¶54 In these respects, therefore, the economic loss rule, unlike the “independent duty doctrine” as explained by the majority, more appropriately focuses on the parties’ contractual relationship and asks what is covered by the contract, and treats personal injury and physical harm as appropriately remedied in tort. These basic concepts have been core principles of the economic loss rule, as the court said in Alejandre v. Bull, 159 Wn.2d 674, 683-84, 153 P.3d 864 (2007):

[T]he purpose of the economic loss rule is to bar recovery for alleged breach of tort duties where a contractual relationship exists and the losses are economic losses. If the economic loss rule applies, the party will be held to contract remedies, *106regardless of how the plaintiff characterizes the claims____The key inquiry is the nature of the loss and the manner in which it occurs, i.e., are the losses economic losses, with economic losses distinguished from personal injury or injury to other property.

¶55 Importantly, as the majority explains in the present case, this distinction in the type of loss is retained under the independent duty analysis when contracts for engineering and other design professional services are involved. The independent duty analysis applies when the design professional’s obligation is to avoid causing foreseeable personal injuries or property damage. Majority at 92-93 (explaining case law).

¶56 The complaint here alleges a breach of contract cause of action, asserting that D.R. Strong breached the contract by “failing to complete the Project in a timely, competent and cost effective manner.” CP at 3. Significantly, the negligence claims are virtually identical. The complaint alleges that D.R. Strong was negligent in failing “to complete the Project in a timely, competent and cost effective manner” by allegedly taking too long on the project, charging more than originally quoted, and redoing work. Id. at 4. And the complaint alleges that D.R. Strong negligently misrepresented the amount of time and cost to complete the work, the representations were false when made, and the Donatellis justifiably relied on the misrepresentations. Id. at 4-5. Thus, whether couched as a contract breach or a negligence claim, these causes of action all arise out of the contract and the alleged failure to meet contractual obligations. They involve no personal injuries or damage to property.

¶57 Ultimately, this case involves a straightforward claim of breach of contract, despite the Donatellis’ efforts to show actionable negligence. The remedies for this breach are contractual.

¶58 Finally, the court can decide this case by giving effect to the professional liability limitation in the contract. *107Whether the claims here sound in contract or tort, they fall within this liability provision. A limitation of liability is a permissible allocation of risk of negligent acts or omissions; there is no requirement that it apply to contractually based liability alone. See, e.g.,Am. Nursery Prods., Inc. v. Indian Wells Orchards, 115 Wn.2d 217, 230, 797 P.2d 477 (1990) (generally, “a party to a contract can limit liability for damages resulting from negligence”).

¶59 Moreover, giving effect to a limitation of professional liability provision in a contract for professional design services effectuates the parties’ bargained-for allocation of risks:

Permitting recovery in tort against a design professional solely for commercial loss in the construction context often frustrates the parties’ bargained for risk-arrangement and, consequently, their corresponding economic expectations. For example, tort recovery may allow a party to recover damages that were otherwise limited or excluded under the contract. The difference between recovery in tort or contract under these circumstances may amount to millions of dollars. In other words, tort remedies rewrite the contract by reallocating the risk of loss, potentially giving a windfall to the party who prevails under a tort theory for remedies otherwise limited or unavailable under the contract.

Benjamin J. McDonnell, Finding a Contract in the “Muddle”: Tracing the Source of Design Professionals’ Liability in the Construction Context under Washington’s Independent Duty Doctrine, 48 Gonz. L. Rev. 627, 664-65 (2012-2013) (footnotes omitted).

¶60 When reviewing a decision on a motion for summary judgment," [a] question of contract interpretation may be determined as a matter of law if it does not turn on the ‘ “credibility of extrinsic evidence or ... a choice among reasonable inferences to be drawn from extrinsic evidence.” ’ ” Kofmehl v. Baseline Lake, LLC, 177 Wn.2d 584, 594, 305 P.3d 230 (2013) (alteration in original) (quoting Berg v. Hudesman, 115 Wn.2d 657, 668, 801 P.2d 222 (1990) (quoting Restatement (Second) of Contracts § 212 (1981))).

*108¶61 The contract provision states, in a paragraph headed “LIMITATIONS OF PROFESSIONAL LIABILITY,” “For any injury or loss on account of any error, omission, or other professional negligence, the Client agrees to limit DRS [(D.R. Strong)] and/or its professional employees’ liability to the Client and to all agents, contractors, and subcontractors arising out of the performance of our professional services.” CP at 26 (emphasis added). When interpreting contracts, words are generally given their ordinary meaning and the parties’ mutual intent is effectuated. City of Tacoma v. City of Bonney Lake, 173 Wn.2d 584, 590, 269 P.3d 1017 (2012). “ ‘[A]ny’ ” means “ ‘every’ ” and “ ‘all.’ ” State v. Sutherby, 165 Wn.2d 870, 881, 204 P.3d 916 (2009); State v. Westling, 145 Wn.2d 607, 611, 40 P.3d 669 (2002). The limitation of liability provision is clear in encompassing professional liability arising from negligently performed professional services and should be enforced.

¶62 The negligent misrepresentation claim should not be treated any differently than the other negligence claims. Both involve alleged failure to perform the engineering services in a cost-effective and timely manner. In the case of the misrepresentation claim, the alleged negligence concerns an alleged failure to accurately represent the professional services, i.e., how long they would take and what they would cost, thus falling within the limitation of professional liability provision.8

¶63 The next question that must be resolved is whether the written contract provision is enforceable. Although this question requires attention to several legal principles, in the end summary judgment standards, settled contract law principles, and evidence in writing in the record dictate that the liability limitation is enforceable notwithstanding the *109possible existence of oral terms for additional services not set out in the parties’ written contract or assumption of professional services not set out in the written contract.

¶64 On review of a denial of summary judgment the court engages de novo in the same inquiry as the trial court. Kofmehl, 177 Wn.2d at 594. All of the facts and inferences therefrom are construed in favor of the nonmoving party. Id. Summary judgment is improper if there is a genuine issue as to a material fact, shown by pleadings, depositions, answers to interrogatories, admissions on file, and affidavits, if any. CR 56(c).

¶65 In general, when reviewing a decision on a motion for summary judgment, an appellate court is to consider only the evidence and issues called to the attention of the trial court. RAP 9.12. A reviewing court can decide whether a motion for summary judgment should be granted on an issue not decided by the trial court if the issue is supported by the record and is within the pleadings and proof. Plein v. Lackey, 149 Wn.2d 214, 222, 67 P.3d 1061 (2003). The questions whether the Donatellis’ tort claims may be asserted or whether only contract remedies may be pursued were before the trial court. D.R. Strong submitted the written contract for the trial court’s consideration when deciding the motion for partial summary judgment, and it was thus called to the attention of the trial court. This brings the contract within the scope of materials that may be considered on review. See, e.g., Mithoug v. Apollo Radio of Spokane, 128 Wn.2d 460, 909 P.2d 291 (1996); cf. CR 56(c) (referring to “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any” (emphasis added)).

¶66 As explained, on appellate review the Donatellis plainly have not argued the issue that is decided by the majority relating to possible oral terms of the parties’ contract. They do, however, allege in their amended complaint that an oral agreement was entered into in “October of 2002.” CP at 2. Since they do not refer to a written *110agreement in the amended complaint, the implication from the complaint alone is that the parties’ contract is oral. As indicated, however, D.R. Strong submitted the parties’ written agreement and an accompanying cover letter, together appended as exhibit 1 to a declaration that the order on the motion for partial summary judgment identifies as having been considered by the trial court. The cover letter is dated October 11, 2002, and identifies itself as concerning the “Proposal For Engineering Services [for] Two-Short Plats [of] Lots 2 & 3, Blk. 5, Jordan’s Acre Gardens Addition.” Id. at 20. In this letter, D.R. Strong informed Mr. Donatelli that it was pleased to provide “this revised proposal for engineering services for the” short plat project, telling him that if he “wishfed] to proceed with this project work,” he should “sign and return” the proposal to D.R. Strong “as confirmation that [he has] read these terms and as [D.R. Strong’s] authorization to proceed.” Id.

¶67 The written contract is titled, in large font on four lines centered near the top of the page, with considerable blank space on either side, a “REVISED PROPOSAL FOR ENGINEERING SERVICES.” Id. at 21. Mr. Donatelli both signed this written contract and dated it “10/31/02” below D.R. Strong’s president’s signature of October 11, 2002. Id. at 25.

¶68 In other words, Mr. Donatelli signed the written contract on the very last day of the very same month in which the amended complaint asserts an oral agreement was entered into.

¶69 Moreover, when Mr. Donatelli was asked if he had a written agreement with D.R. Strong for services, he testified, “I believe so, yeah.” Id. at 10 (Donatelli Dep. at 24). When shown a copy of the contract he also testified that as far as he knew, which he explained to mean as far as he could remember, it was the agreement he had with D.R. Strong. He agreed he had signed the written agreement and dated it October 31, 2002, and testified that he negotiated the scope of the services in the contract. After he explained *111that he wanted D.R. Strong to perform services to obtain a recorded short plat, he was asked if the written contract described all of the paperwork he wanted D.R. Strong to prepare. He testified that “if there was [sic] any other things needed for the short plat to be recorded then ... they would add additional services to achieve [his] goal.” Id. at 11 (Donatelli Dep. at 28-29).

¶70 The written agreement contemplates the possibility of such additional services to those in the contract. Under the heading “PROPOSAL WORK,” the contract states that

Corrections or revisions that come as a result of the County’s or the Client’s inclusion of new concepts, requirements, unpublished policies and procedures, or previously undiscovered issues are not included in this scope of work. If these types of corrections or revisions are requested, they will be addressed as Additional Services as described below.

Id. at 21. The provision in the contract about additional services states that “[i]ssues may arise during the project review by the various agencies which may not have been included in the above scope of work, and in such case would require the Client’s additional authorization in order to proceed.” Id. at 23.

¶71 From the record, the only reasonable conclusion that can be drawn is that if there was an oral agreement for additional services, it was either subsumed by the written contract, it modified the written agreement, or it would be additional to the written contract, as Donatelli’s deposition testimony and the written contract contemplated might occur. Absolutely nothing in the record suggests that any oral contract replaced the written contract.

¶72 On summary judgment, “when reasonable minds could reach but one conclusion, questions of fact may be determined as a matter of law.” Hartley v. State, 103 Wn.2d 768, 775, 698 P.2d 77 (1985); accord P.E. Sys., LLC v. CPI Corp., 176 Wn.2d 198,207,289 P.3d 638 (2012). Considering all the evidence submitted, there is no genuine issue of *112material fact on the question of whether the parties had a written contract. See, e.g., White v. State, 131 Wn.2d 1, 17, 929 P.2d 396 (1997) (the appellate court can examine the record and determine on its de novo review that evidence submitted does not create a genuine issue of material fact).9 Reasonable minds cannot differ that the written terms are at the least part of the parties’ agreement, even if not the entire agreement. Indeed, the majority does not suggest that the parties entered only into an oral agreement.

¶73 Mr. Donatelli now maintains, however, that he signed the contract without knowing what he signed and says that the written contract does not reflect the parties’ agreement. He also claims he paid far more than the fee stated in the written contract.10

¶74 The record shows that Mr. Donatelli is nonetheless bound by the contract he signed. First, individuals voluntarily signing a written contract without reading it are *113deemed to have manifested assent to its terms. “ ‘One cannot, in the absence of fraud, deceit or coercion be heard to repudiate his own signature voluntarily and knowingly fixed to an instrument whose contents he was in law bound to understand.’ ” Skagit State Bank v. Rasmussen, 109 Wn.2d 377, 381, 745 P.2d 37 (1987) (quoting Nat’l Bank of Wash. v. Equity Investors, 81 Wn.2d 886, 913, 506 P.2d 20 (1973)). “The whole panoply of contract law rests on the principle that one is bound by the contract which he voluntarily and knowingly signs.” Nat’l Bank, 81 Wn.2d at 912-13.

¶75 Under the circumstances here, Mr. Donatelli must be deemed to have assented to the contract that he signed. Although the Donatellis contend that D.R. Strong negligently misrepresented the costs and time of their services and they entered into a contract with D.R. Strong in reliance on these misrepresentations, negligent misrepresentation does not require an intentional act or omission, unlike the defenses to contract formation mentioned in Skagit Bank and National Bank (fraud, deceit, and coercion). See generally 26 Williston on Contracts § 69:4 (4th ed.) (database updated May 2013) (fraud as rendering a transaction void or voidable); id. § 69:11 (fraud with regard to future promises or actions).

¶76 More importantly, the Donatellis do not claim that there is no enforceable contract because of negligent misrepresentation — in fact, they clearly maintain that an enforceable contract does exist. In their amended complaint they seek at least $1.5 million for breach of contract and they do not seek any remedies of the kind that would follow if the contract were to be found unenforceable.

¶77 Thus, this case falls within the rule of Skagit State Bank and similar cases. Nothing in the record suggests that Mr. Donatelli lacked the ability to read and understand the written contract or that his signature was involuntary. Thus, Mr. Donatelli’s signature on the written contract on October 31, 2002, shows assent to the terms of the written contract regardless of his present assertions.

*114¶78 Because reasonable minds cannot differ from the evidence in the record that the written contract is at the least part of the parties’ agreement and that its terms are binding, the next question is whether any possible oral terms could modify the written contract and, more specifically and importantly, whether an oral term could exist that would alter the professional liability limitation in the written contract.

¶79 Initially, the majority leaves the incorrect impression that the only relevant bar to oral contract terms would be a merger or integration clause in the written contract, which the majority does not find. Majority at 94 n.2. But whether a contract is fully integrated or not does not depend on whether there is a written merger or integration clause in the contract. A written contract can be fully integrated without a merger or integration clause — the lack of such a clause in the parties’ written agreement has little if any significance.11

¶80 Thus, if it were necessary to decide whether the written contract is integrated, additional extrinsic evidence would be admissible to determine if the contract is fully integrated. But it is unnecessary to decide whether the contract is fully integrated. This is because in either case the parol evidence rule precludes giving effect to any oral term that would be inconsistent with or would change the professional liability limitation.

¶81 Although extrinsic evidence can always be submitted when interpretation of existing terms is at issue,12 *115different rules apply when the question is admissibility of extrinsic evidence to add to or modify terms of a written contract. Under the parol evidence rule, if the written contract is fully integrated, i.e., is a final and complete expression of the parties’ agreement, parol (extrinsic) evidence is not admissible to add to, subtract from, or alter the terms of the contract — period. DePhillips v. Zolt Constr. Co., 136 Wn.2d 26, 32, 959 P.2d 1104 (1998). If, on the other hand, the written contract is not fully integrated but instead is partially integrated, parol evidence can be admitted to prove additional terms not included in the writing subject to the rule that such evidence is not admissible to prove additional terms that are inconsistent with or would change the written terms. Id. at 32-33 (“[w]here a partially integrated contract is involved, parol evidence may be used to prove the terms not included in the writing, provided, of course, that the additional terms are not inconsistent with the written terms” (footnote omitted) (citing Emrich, 105 Wn.2d at 556)).

¶82 Thus, regardless of whether the written contract here is fully or partially integrated, extrinsic evidence of any oral terms is not admissible to prove terms inconsistent with the written contract or that would change the written terms.

¶83 The parties’ written contract contains the explicit limitation of professional liability, as explained. Evidence of oral terms is inadmissible to prove any contract term that conflicts with the professional liability limitation in the written contract, regardless of whether the written contract is fully integrated. Accordingly, the professional liability provision applies and prevents the Donatellis from going *116forward on their negligence and negligent misrepresentation claims.13

¶84 As explained, the court could decide the summary judgment question on any, or all, of the three grounds I have discussed above. The three bases I propose, separately or together, resolve this case and dictate that summary judgment should have been granted in D.R. Strong’s favor. Moreover, resolving the issue of whether the negligence and negligent misrepresentation claims can go forward will avoid unnecessary expense and time for the parties, counsel, and the judicial system.

¶85 But if the court is not inclined to use any of these grounds to resolve this discretionary review, it still should not require the parties to engage in a meaningless factual inquiry on remand. Even under the majority’s analysis for when the “independent duty doctrine” applies, it makes no difference in this case whether the professional services arose solely under the written contract or whether services were added by oral agreement or D.R. Strong’s conduct. As noted, the majority explains that engineering services can in some instances give rise to a tort duty independent of the contract because design professionals, including civil engineers, have an independent duty to use reasonable care with respect to personal injuries and physical damage to property. Majority at 93.

¶86 Here, however, the negligence claims concern the Donatellis’ inability to develop their property and sell residential lots on the short platted property as they planned to do, allegedly because costs and delay in D.R. Strong’s professional services resulted in failure to develop the property before the 2007 economic collapse. These claims asserting costs and delay do not involve personal injuries or property damage. Thus, whatever the source of D.R. Strong’s professional obligations, whether under the *117written contract, additional oral terms, or by assumption, the alleged failure to carry out them out does not implicate the independent duty doctrine. The factual inquiry the majority demands does not concern an issue of material fact. Summary judgment is not precluded because of the factual question the majority identifies. CR 56(c).

¶87 The trial court, however, is likely to reasonably conclude that remand for this factual determination would not have been directed unless it matters. If on remand additional services are established, how is the trial court to proceed when this court’s cases indicate that the independent duty doctrine does not apply to professional services unless personal injury or property damage is asserted?

¶88 There is no reason to add to this litigation by remanding for a factual determination of the scope of possible additional services orally contracted for or assumed by D.R. Strong. The majority’s decision is an unfair resolution of this case. As noted, neither party addresses the issue the majority finds compelling, either in briefing at the Court of Appeals or this court. The court lacks argument or authority that D.R. Strong itself might have submitted had it known this was going to be an issue. As demonstrated by this dissent, D.R. Strong would have had a number of compelling arguments available to show that summary judgment is appropriate on the negligence and negligent misrepresentation claims, notwithstanding the question whether some professional services were agreed to or assumed.

¶89 Litigation is time consuming and costly, and this is certainly true when professional design and construction contract matters are at issue. It is not fair to extend this litigation on a basis so fraught with pitfalls when there are other grounds to resolve the propriety of the trial court’s order denying summary judgment. The negligence and negligent misrepresentation claims should have been dismissed as a matter of law, for any or all of the following reasons: under existing precedent, in particular, Berschauer ¡Phillips, the tort claims should not go forward because they do not *118involve personal injury or damage to property; the claims asserted arise from the contract, and contract remedies alone are implicated and appropriate — no personal injury or property damage is alleged; and the professional liability limitation in the written contract bars the negligence claims under settled contract principles that show the provision is enforceable and applies to the negligence and negligent misrepresentation claims. Finally, even under the independent duty approach, no independent tort duties are implicated and proof of additional professional services would not alter this conclusion.

Conclusion

¶90 This case is legally indistinguishable from Berschauer/Phillips, and, as in that case, the Donatellis’ tort claims here should not be allowed against the design professional engineering firm, defendant D.R. Strong. All of the claims asserted by the Donatellis arise out of the contract, and no personal injury or physical damage to property is asserted.

¶91 The majority’s extended discussion of the “independent duty doctrine” is unnecessary. It fails to preserve the distinction between contract and tort when the subject matter and nature of the plaintiffs’ claims and the alleged injuries or harm fall within their contractual relationship.

¶92 The limitation of liability provision in the contract should be enforced. It covers both the negligent misrepresentation claim and the professional negligence claim, as both concern the professional duties under the written contract.

¶93 I would hold that the trial court erred when it denied D.R. Strong’s motion for summary judgment on the negligence claims. The negligence claims are not permissible under our precedent, and they are not allowable under the *119limitation of professional liability provision in the parties’ contract.

C. Johnson, J.M. Johnson, and Wiggins, JJ., concur with Madsen, C.J.

Reconsideration denied March 19, 2014.

As explained below, any oral terms in conflict with the limitation of liability provision cannot be given effect.

The contract states:

LIMITATIONS OF PROFESSIONAL LIABILITY: DRS’ [(D.R. Strong’s)] findings, recommendations, specifications, or professional opinions will be presented, within the limits prescribed by the Client [(the Donatellis)], after being prepared in accordance with generally accepted professional engineering and surveying practice. DRS makes no other warranty, either expressed or implied. For any injury or loss on account of any error, omission, or other professional negligence, the Client agrees to limit DRS and/or its professional employees’ liability to the Client and to all agents, contractors, and subcontractors arising out of the performance of our professional services, such that the total aggregate liability to all those named shall not exceed $2,500, or our fee, whichever is greater. In the event the Client does not wish to limit our professional liability to this sum, we shall waive this limitation upon the Client’s written request made at the time of the initial authorization on a given project, provided that the Client agrees to pay for this waiver an additional 5% of our total fee or $500, whichever is greater.

CP at 26.

See also ROW 4.22.070(1), a provision of the 1986 tort reform act, which requires the trier of fact to “determine the percentage of the total fault which is attributable to every entity which caused the claimant’s damages,” including “the claimant or person suffering personal injury or incurring property damage,” with an exception not relevant here. (Emphasis added.)

The Donatellis’ negligent misrepresentation claim is not a claim that no valid contract was formed. Indeed, they assert a cause of action for breach of contract, which is possible only when an enforceable contract exists. Thus, whether a negligent misrepresentation claim could ever be a possible ground for claiming that no valid contract was formed is not in question that must be considered in the present case. This matter is addressed below.

The majority mistakenly says that D.R. Strong “seems to argue that it agreed to provide only the six phases of engineering services outlined in the written contract.” Majority at 93-94. This is clearly not the case. First, as discussed in this opinion, the possibility of additional services was expressly addressed in the contract and according to Donatelli’s testimony, was discussed during negotiations. Additional services are, in fact, listed in the contract as the seventh phase (“Phase 700,” CP at 23). In addition, the written contract was entered after the county issued a preliminary short plat approval letter on October 4, 2002. From evidence in the record of communications between the county and D.R. Strong, it is apparent that D.R. Strong provided professional services in obtaining this preliminary plat approval.

The present dispute concerns the final engineering plans, sewer and water main extension designs, construction phase services, and final plat map necessary to short plat the two parcels — matters covered by the written contract. See CP at 20. It may concern additional services assumed, agreed upon orally and allowed for by the written contract. The dispute does not concern whatever services were rendered in obtaining preliminary approval. Thus, the source of any obligation for such services is an irrelevant question on this discretionary review.

The written contract shows that D.R. Strong’s services were not promised for a flat fee. The first two phases, concerning final engineering plans and the sanitary sewer and water main extension, are for stated flat amounts, but the next four phases are for “Time & Material,” and two of these expressly add that the amounts listed are estimates (“Est.”). CP at 23. The contract contains a schedule of charges that lists hourly rates for various persons providing services; for example, a principal engineer’s services are listed at “$130/Hour.” Id. at 26. In short, the written contract contemplates the possibility that D.R. Strong’s fees might be higher than estimates provided.

To make the “preliminary determination whether the parties intended the written document to be an integration of their agreement, which is a question of fact, the trial court must hear all relevant, extrinsic evidence, oral or written.” Emrich v. Connell, 105 Wn.2d 551, 556, 716 P.2d 863 (1986); see also M.A. Mortenson Co. v. Timberline Software Corp., 140 Wn.2d 568, 579, 998 P.2d 305 (2000).

See Berg v. Hudesman, 115 Wn.2d 657,669,801 P.2d 222 (1990) (quoting J. W. Seavey Hop Corp. of Portland v. Pollock, 20 Wn.2d 337, 348-49, 147 P.2d 310 (1944)); see also, e.g., U.S. Life Credit Life Ins. Co. v. Williams, 129 Wn.2d 565,570, 919 P.2d 594 (1996). However, “use of parol, or extrinsic, evidence as an aid to *115interpretation does not convert a written contract into a partly oral, partly written contract.” DePhillips v. Zolt Constr. Co., 136 Wn.2d 26, 32, 959 P.2d 1104 (1998).

Although the professional liability provision states that the Donatellis could waive the liability limitation if they paid the greater of five percent of the professional fee or $500 — a nominal amount — they did not do so.