### IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON DIVISION II
BUSINESS SERVICES OF AMERICA , II., INC. No. 47316

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- II Appellant,

v. WAFERTECH, LLC, UNPUBLISHED OPINION Respondent.

S UTTON , J

. — Business Services of America, II., Inc. ( BSofA ) appeals the trial
court’s order on remand 1 and 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 BSo f A’s ability to pursue its appeal against Wafer T ech.” Bus. Servs. of Am. II, Inc. v. WaferTech, LLC , noted at 184
Wn

. App. 1013 , slip op. at * 7 (2014). On remand, the trial cour t entered findings of fact and
conclusions of law that B S o f A “is a non
- existent entity with no cognizable legal existence ” and “does not have the capacity to sue or be sued.” C lerk’s P apers (CP) at 767. Th e trial court also
ordered BSo f

A to pay $300 in sanctions to WaferTech because BSo f A had served an incorrect
motion. Both BS o f

A 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, 2016No. 47316

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We hold that the trial court ’s findings of fact support the conclusion s of law that BSo f A 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 s anction s to WaferTech . We decline to award either party it s 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, t he 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 pu rsue its appeal of
the tria l 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 na me 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

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On remand , BS o f

A 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 [ BS o f A ] is a misnomer for BSA II. ” CP at 725. The trial court clarified the scope o f the show

c ause hearing and stated that “ t he Court of Appeals’ mandate specifically wants this Court to address what, if any, is the statu s of the name d plaintiff in this proceeding and that will be the
limited in quiry of the Court [at the show cause hear ing].” 5 Verbatim Report of Proceedings ( VRP ) (Feb 19, 2015) at 15. The trial court ordered BSo f A to appear and present evidence as to BSo f A’s legal existence. At the hearing, BSo f A’s counsel stated that “ [he did not ] have any evidence that [BSo fA] exist [ed] .” VRP ( February 20, 215) at 6

. At the conclusion of the hearing, the trial court entered findings of fact that BSo fA ha d
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, t he 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 76 7

. BS o f A 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

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On appeal, BSo f

A filed a motion under RAP 7.3 , 6 to correct the misnomer of “ Business
Services of America II, Inc. ” to “Busi ness 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 ide ntity of the appellant is the legal issue in d ispute, not simply a misnomer. ” Ruling by Commissioner dated June 18, 2015. When BS o f A moved below to supplement the record, it
served an incorrect motion on WaferTech. The trial court ordered BSo f A to pay W aferTech $300
in sanctions because of BS o f A’s incorrect ly served motion. BS o f A also appeals th e sanction
award

. ANALYSIS
I. BS OF A’ S L EGAL S TATUS BS o f A assigns 8 error 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 whethe r th e 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 neces sary or appropriate to secure the fair and orderly review of a case.” 7 Appellant’s Motion Under RAP 7.1 to Correctio n Misnomer, filed May 17, 2015

8 BSo f A 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 t o WaferTech. Those issues were the subject of BSo f A’s September 2013 appeal to this court. This court declined to reach th o se issues on th e merits because this court remanded the case to the trial court to determine the legal existence status of BSo f A 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

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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 fav orable 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 bu rden 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 c onclusions 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. W e 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 76 7

. A ccordingly, we affirm the trial court’s findings of fact and conclusions of law.

II

. O RDER A WARDING S ANCTIONS TO W AFER T ECH BS o f A argues that the trial court erred when it ordered BSo f A to pay $300 in sanctions to WaferTech because BS o f A had serv ed a n inc orrect motion. BSofA makes the conclusoryNo. 47316

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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 W n.2d 801, 809, 828 P.2d 549 (1992); RAP 10.3(a)(6). BS o f A 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

t rial court’s order awarding $300 in sanctions to WaferTech.
ATTORNEY FEES
Both BS o f

A and W aferTech 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 pa rty challenging the lien if “ t he lien is

9 RAP 9.2(a) provides in relevant part , “ I f 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 af ter 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 pa rty the right to recover them.No. 47316

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frivolous and made without reasonable cause, or clearly excessive

. ” RCW 60.04.081 (4). However, BSo f

A 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 capacit y 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 . W e 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.