IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

DIVISION II

BUSINESS SERVICES OF AMERICA, II., INC. No. 47316-0-II

Appellant,

v.

WAFERTECH, LLC, UNPUBLISHED OPINION

Respondent.

SUTTON, J. — Business Services of America, II., Inc. (BSofA) appeals the trial 

court’s order on remand1and the order awarding sanctions.

2

 This appeal arises after this court 

remanded the matter to the trial court “to determine BSofA’s legal status and BSofA’s ability to 

pursue its appeal against WaferTech.” Bus. Servs. of Am. II, Inc. v. WaferTech, LLC, noted at 184 

Wn. App. 1013, slip op. at *7 (2014). On remand, the trial court entered findings of fact and 

conclusions of law that BSofA “is a non-existent entity with no cognizable legal existence” and 

“does not have the capacity to sue or be sued.” Clerk’s Papers (CP) at 767. The trial court also 

ordered BSofA to pay $300 in sanctions to WaferTech because BSofA had served an incorrect 

motion. Both BSofA and WaferTech request reasonable attorney fees and costs on appeal. 

 

1 Findings of Fact, Conclusions of Law, and Order of Dismissal with Prejudice, filed

February 20, 2015.

2 Order Granting Plaintiff’s Motion to Admit Exhibits, filed July 24, 2015.

Filed

Washington State

Court of Appeals

Division Two

October 18, 2016
No. 47316-0-II

2

We hold that the trial court’s findings of fact support the conclusions of law that BSofA is 

a non-existent entity with no cognizable legal existence and that it does not have the capacity to 

sue or be sued. We affirm the trial court’s order on remand and affirm the trial court’s order 

awarding $300 in sanctions to WaferTech. We decline to award either party its reasonable attorney 

fees and costs on appeal.

FACTS

BSofA, as the assignee of a subcontractor, sued WaferTech in a lien foreclosure action 

because WaferTech wrongfully terminated the subcontractor.3 In August 2013, the trial court 

granted summary judgment to WaferTech in BSofA’s lien foreclosure action. The trial court also 

denied BSofA’s CR 60(a) motion to correct an alleged error in its corporate name.4 BSofA 

appealed. Bus. Servs. of Am., 184 Wn. App. 1013. This court affirmed the trial court’s denial of 

BSofA’s CR 60(a) motion, but held that the record before it did not provide the information needed 

to determine whether BSofA had any legal existence sufficient to allow it to pursue its appeal of 

the trial court’s summary judgment order. “[W]e must remand for the trial court to determine 

BSofA’s legal status and BSofA’s ability to pursue its appeal against WaferTech.” Bus. Servs. of 

Am., slip op. at *7. 

 

3 The parties have been involved in protracted litigation in a number of other proceedings that are 

not relevant to the issues on appeal here.

4 BSofA alleged that the corporate name on court documents was incorrect and moved to change 

it from “Business Services of America II, Inc.” to “Business Services America II, Inc.” CP at 669

(emphasis added). To avoid confusion, we refer to “Business Services America II, Inc.” as

BSA II.
No. 47316-0-II

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On remand, BSofA filed a motion to show cause as to why the trial court should not enter 

findings that “WaferTech has known since 2001 that the plaintiff in the action is BSA II and that 

[BSofA] is a misnomer for BSA II.” CP at 725. The trial court clarified the scope of the show 

cause hearing and stated that “the Court of Appeals’ mandate specifically wants this Court to 

address what, if any, is the status of the named plaintiff in this proceeding and that will be the 

limited inquiry of the Court [at the show cause hearing].”5 Verbatim Report of Proceedings (VRP)

(Feb 19, 2015) at 15. The trial court ordered BSofA to appear and present evidence as to BSofA’s 

legal existence. At the hearing, BSofA’s counsel stated that “[he did not] have any evidence that 

[BSofA] exist[ed].” VRP (February 20, 215) at 6. 

At the conclusion of the hearing, the trial court entered findings of fact that BSofA had

never been registered as a corporation, partnership, sole proprietorship, or limited liability 

company, and does not have any other legal status whether by operation of law or otherwise in any 

state or territory of the United States of America, including the District of Columbia, or in any 

foreign jurisdiction. Based on its findings of fact, the trial court concluded that “as a matter of 

law, [BSofA] is a non-existent entity with no cognizable legal existence,” and that “[b]ecause it 

lacks legal existence, [BSofA], does not have the capacity to sue or be sued.” CP at 767. BSofA

appealed. 

 

5 This court’s mandate is binding on the lower court and must be strictly followed. Bank of Am., 

N.A. v. Owens, 177 Wn. App. 181, 189, 311 P.3d 594 (2013). 
No. 47316-0-II

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On appeal, BSofA filed a motion under RAP 7.3,

6

to correct the misnomer of “Business 

Services of America II, Inc.” to “Business Services America II, Inc.” in the caption.

7

 A 

commissioner of this court denied the motion, ruling, “Appellant’s motion to correct misnomer is 

denied. The identity of the appellant is the legal issue in dispute, not simply a misnomer.” Ruling 

by Commissioner dated June 18, 2015. When BSofA moved below to supplement the record, it 

served an incorrect motion on WaferTech. The trial court ordered BSofA to pay WaferTech $300 

in sanctions because of BSofA’s incorrectly served motion. BSofA also appeals the sanction 

award. 

ANALYSIS

I. BSOFA’S LEGAL STATUS

BSofA assigns8error to the trial court’s findings of fact and conclusions of law regarding 

its status as a legal entity. We hold that substantial evidence supports the trial court’s findings and

the trial court’s findings support the conclusions.

We review a trial court’s findings of fact to determine if substantial evidence supports the 

findings and whether the findings support the conclusions of law. Scott’s Excavating Vancouver, 

 

6 RAP 7.3 provides that “[t]he appellate court has the authority . . . to perform all acts necessary 

or appropriate to secure the fair and orderly review of a case.”

7 Appellant’s Motion Under RAP 7.1 to Correction Misnomer, filed May 17, 2015

8 BSofA argues many issues that are not before us on appeal, including arguments related to the 

August 15, 2013 orders granting summary judgment and an award of attorney fees to WaferTech. 

Those issues were the subject of BSofA’s September 2013 appeal to this court. This court declined 

to reach those issues on the merits because this court remanded the case to the trial court to 

determine the legal existence status of BSofA and its ability to pursue an appeal. Bus. Servs. of 

Am., slip op. at *1. Our review here is limited to the trial court’s order on remand and order 

awarding sanctions.
No. 47316-0-II

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LLC v. Winlock Properties, LLC, 176 Wn. App. 335, 341, 308 P.3d 791 (2013). Substantial 

evidence is “‘a quantum of evidence sufficient to persuade a rational[,] fair-minded person the 

premise is true.” Winlock Properties, 176 Wn. App. at 341-42 (internal quotations omitted, 

alteration in original) (quoting Korst v. McMahon, 136 Wn. App. 202, 206, 148 P.3d 1081 (2006)). 

We view reasonable inferences in the light most favorable to the prevailing party and defer to the 

trial court on issues of conflicting evidence, witness credibility, and persuasiveness of the 

evidence. Winlock Properties, 176 Wn. App. at 342. The party challenging a finding of fact bears 

the burden of showing that the record does not support it. Winlock Properties, 176 Wn. App. at 

342. Unchallenged findings are verities on appeal. Jensen v. Lake Jane Estates, 165 Wn. App. 

100, 105, 267 P.3d 435, (2011). We review a trial court’s conclusions of law de novo. Winlock 

Properties, 176 Wn. App. at 342.

On remand, BSofA conceded that it cannot demonstrate that BSofA was a legal entity when 

it stated that “[BSofA does not] have any evidence regarding BSofA and [it] couldn’t have any 

evidence.” VRP (Feb. 20, 2015 at 5-6). Additionally, BSofA did not present any evidence that it

was a valid corporation or entity in any jurisdiction. Therefore, substantial evidence supports the 

trial court’s findings of fact. We hold that the trial court’s findings of fact support the conclusions 

of law that “Business Services of America II, Inc. is a non-existent entity with no cognizable legal 

existence” and that it “does not have the capacity to sue or be sued.” CP at 767. Accordingly, we 

affirm the trial court’s findings of fact and conclusions of law.

II. ORDER AWARDING SANCTIONS TO WAFERTECH

BSofA argues that the trial court erred when it ordered BSofA to pay $300 in sanctions to 

WaferTech because BSofA had served an incorrect motion. BSofA makes the conclusory 
No. 47316-0-II

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statement that the trial court’s award was “without any basis” but provides no citation to the record 

to support their argument. 

We do not address issues that a party does not raise appropriately in their opening brief or 

that a party fails to discuss meaningfully with citations to authority. Cowiche Canyon Conservancy 

v. Bosley, 118 Wn.2d 801, 809, 828 P.2d 549 (1992); RAP 10.3(a)(6). BSofA elected not to 

provide a verbatim report of the hearing on the sanctions and, thus, the record of the trial court’s 

decision is not before us. RAP 9.2(a).9 Because BSofA fails to support its argument with citations 

to the record or authority, BSofA waives this argument under RAP 10.3(a)(6).

10

 We affirm the 

trial court’s order awarding $300 in sanctions to WaferTech.

ATTORNEY FEES

Both BSofA and WaferTech request reasonable attorney fees and costs on appeal under 

RAP 18.1(a)

11 and RCW 60.04.081(4). We decline to award either party its attorney fees and costs

on appeal. 

RCW 60.04.081 provides that a trial court may award reasonable attorney fees and costs 

to the lien claimant if “the court determines that the lien is not frivolous and was made with 

reasonable cause, and is not clearly excessive” or to the party challenging the lien if “the lien is 

 

9 RAP 9.2(a) provides in relevant part, “If the party seeking review does not intend to provide a 

verbatim report of proceedings, a statement to that effect should be filed in lieu of a statement of 

arrangements within 30 days after the notice of appeal was filed or discretionary review was 

granted and served on all parties of record.”

10 We are not required to search the record to support a party’s argument. Bostwick v. Ballard 

Marine, Inc., 127 Wn. App. 762, 770, 112 P.3d 571 (2005).

11 RAP 18.1(a) provides that we may award a party reasonable attorney fees and costs on appeal 

when applicable law grants to the party the right to recover them.
No. 47316-0-II

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frivolous and made without reasonable cause, or clearly excessive.” RCW 60.04.081(4). 

However, BSofA has no cognizable existence or capacity to sue or be sued, and thus, an award of 

attorney fees and costs is not appropriate. We exercise our discretion under RAP 18.1(a) and 

decline to award either party attorney fees and costs on appeal.

CONCLUSION

We hold that the trial court’s findings of fact support the conclusions of law that BSofA is 

a non-existent entity with no cognizable legal existence and that it does not have the capacity to 

sue or be sued. We affirm the trial court’s order on remand and affirm the trial court’s order 

awarding $300 in sanctions to WaferTech. We decline to award either party attorney fees and 

costs on appeal.

A majority of the panel having determined that this opinion will not be printed in the 

Washington Appellate Reports, but will be filed for public record in accordance with RCW 2.06.040, 

it is so ordered.

SUTTON, J.

We concur:

JOHANSON, P.J.

LEE, J.