IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

DIVISION THREE

SCOTT LARSON dba MASTER 

MECHANICS,

Respondent,

v.

E.A. TOWING, a foreign business entity,

and ELIAS ARANA, an individual,

Appellants.

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No. 37214-6-III

UNPUBLISHED OPINION

SIDDOWAY, J. — E.A. Towing and Elias Arana (collectively E.A. Towing) appeal 

an order granting summary judgment in this action to collect amounts owed under a 

written contract. E.A. Towing offered parol evidence in an effort to demonstrate a 

genuine issue of fact requiring trial.

The parol evidence was properly disregarded. We affirm.

FACTS AND PROCEDURAL BACKGROUND

Beginning sometime in 2018, E.A. Towing, a sole proprietorship, began relying on 

Scott Larson, doing business as Master Mechanics, to perform inspections and repairs of 

its trucks. Initially, estimates were provided to E.A. Towing at the start of performing the 

inspections and repairs. Before long, however, E.A. Towing had drivers drop off the 

FILED

AUGUST 31, 2021

In the Office of the Clerk of Court

WA State Court of Appeals, Division III
No. 37214-6-III

Larson v. E.A. Towing, et al.

2

trucks after hours with a list of repairs they wanted done. After repairs were complete, 

Master Mechanics would e-mail an invoice to E.A. Towing with a request to review and 

reply or call with any questions. None of the invoices were challenged.

As of January 29, 2019, E.A. Towing’s invoices outstanding totaled $29,087.94

and Master Mechanics, exercising lien rights, was holding three of E.A. Towing’s trucks. 

The parties reached an agreement, reduced to writing and signed, under which E.A. 

Towing would deliver a check in the amount of $10,169.46 that day, and after application 

of a check for $1,746.61 that E.A. Towing represented was mailed several days earlier, 

the balance remaining would be $12,401.55. E.A. Towing would release the three trucks 

it was holding. The term germane to this appeal was payment of the balance remaining; 

the agreement provided:

Clerk’s Papers (CP) at 30. The agreement was signed by Mr. Larson and Luciana Arana, 

the office manager for E.A. Towing. 
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Ms. Arana e-mailed the signed agreement to Master Mechanics on January 30

with the following message:

Scott Here is the signed agreement Mike will drop off the check of 

$10169.46 and pick up 9 and 10 the rest of the invoices will be paid 

according to their dates (30 days) and we have all invoices in our 

possession revised by yourself and I [sic] left with a total of $12401.55

CP at 29. 

The $1,746.61 check was received in the mail, the payment of $10,169.46 was 

delivered, and the three trucks being held by Master Mechanics were released. But the 

$12,401.55 was not paid. 

On April 18, 2019, Mr. Larson filed the action below. Among affirmative 

defenses asserted in E.A. Towing’s answer were that the agreement was not supported by 

consideration, that there was no meeting of the minds, and “lack of obligation”—that 

E.A. Towing “had payed [sic] or questions validity of invoiced amounts.” CP at 9

(underlining omitted).

Mr. Larson moved for summary judgment, supported by his declaration to which 

were attached (among other exhibits) copies of the signed agreement and Ms. Arana’s 

confirmatory e-mail. 

E.A. Towing responded to the motion by arguing that “material facts are in dispute 

as to previously invoiced payments, which Plaintiff has failed to credit to the alleged 

balance of Defendant’s account.” CP at 40. A supporting declaration of Mr. Arana 
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disputed the amount paid, amount owed, and work authorized in the invoices relied on for 

the $12,401.55 balance. His declaration also stated:

I also would like to address the issue of the contract that was signed by a 

member of my company. The sole reason that the contract was signed was 

that the plaintiff threatened to keep my trucks from me which would have 

been devastating to my business. Although they did not agree nor did they 

have enough time to review all of the 71 invoices to make an informed 

decision they signed strictly for the sole purpose of getting the trucks back 

to run the business. In other words under duress or coercion as plaintiff 

would not discuss any issues we had with the billing. After further review 

of the 71 invoices we realized that 27 of those invoices were for January 

and at that point we realized that we did not believe it was possible for all 

this work to have been done within the time periods alleged.

. . . I also would like to state that check number 14259 for 10,169.46 was 

issued not because we agreed with the amount of the invoices but because 

plaintiff would only release the trucks if he received that check.

CP at 45. Approximately 100 pages of checks, invoices, screenshots of text messages, 

and written requests for repairs were attached as exhibits to the declaration. 

In reply, Mr. Larson noted the absence of any legal authority or analysis provided 

by E.A. Towing’s response. He submitted a second declaration in which he testified, “I 

never refused to discuss any invoice with defendant because defendant never questioned 

any invoice submitted for approval,” and that he had received no “complaints or disputes 

regarding our invoices . . . until I filed this lawsuit.” CP at 256.

The trial court granted summary judgment to Mr. Larson. It entered judgment in 

the amount of $18,620.77, which included prejudgment interest and attorney fees and 

costs. E.A. Towing appeals.
No. 37214-6-III

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ANALYSIS

The purpose of summary judgment is to “avoid a useless trial when there is no 

genuine issue of any material fact.” LaPlante v. State, 85 Wn.2d 154, 158, 531 P.2d 299 

(1975). The moving party bears the burden of proving by uncontroverted facts that no 

genuine issue of fact exists. See Regan v. City of Seattle, 76 Wn.2d 501, 503, 458 P.2d 

12 (1969); Hughes v. Chehalis Sch. Dist. No. 302, 61 Wn.2d 222, 224, 377 P.2d 642 

(1963). Once the moving party meets its initial burden of proof, the burden then shifts to 

the nonmoving party to show a genuine issue of fact exists. See Hughes, 61 Wn.2d at 

224. The adverse party may not rest on mere allegations in the pleadings but must set 

forth specific facts showing that there is a genuine issue for trial. W. G. Platts, Inc. v. 

Platts, 73 Wn.2d 434, 442, 438 P.2d 867 (1968). Summary judgment shall be granted if 

the pleadings and materials submitted 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). 

We review the grant of a motion for summary judgment de novo. Keck v. Collins, 

181 Wn. App. 67, 78, 325 P.3d 306 (2014). All facts and reasonable inferences from the 

facts are construed in the light most favorable to the nonmoving party. Id. at 79. 

E.A. Towing contends that summary judgment was improper in light of Mr. 

Arana’s challenges to some of the invoices on which the parties’ January 2019 written 

agreement was based. But the “remaining balance” that E.A. Towing agreed to pay 

“NET 30 from the invoice dates” was a fixed dollar amount: “$12,401.55.” CP at 30. 
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Under the parol evidence rule, “parol or extrinsic evidence is not admissible to add to, 

subtract from, vary, or contradict written instruments which are contractual in nature and 

which are valid, complete, unambiguous, and not affected by accident, fraud, or mistake.” 

Buyken v. Ertner, 33 Wn.2d 334, 341, 205 P.2d 628 (1949). The rule is not a rule of 

evidence, but a rule of substantive law. Id. at 342 (citing Andersonian Inv. Co. v. Wade, 

108 Wash. 373, 184 P. 327 (1919)). The rule operates by merging all conversations and 

parol agreements into their written agreement, so that they “‘cannot be given in evidence 

for the purpose of changing the contract or showing an intention or understanding 

different from that expressed in the written agreement.’” Id. (quoting McGregor v. First 

Farmers-Merchants Bank & Tr. Co., 180 Wash. 440, 40 P.2d 144 (1935).

E.A. Towing argues that the trial court confused concepts of negotiability with 

contract law, and cites Vancouver National Bank v. Katz, for its observation that even as 

between the maker and the payee, a promissory note 

is but a simple contract to pay money. It is obligatory only on the same 

terms and conditions that other simple contracts of a like purport are 

obligatory. It may be defended against for want of consideration, for fraud 

and deceit, and for any of the other causes which will avoid simple 

contracts.

142 Wash. 306, 313, 252 P. 934 (1927) (emphasis added).1 But the factual disputes 

raised in Mr. Arana’s declaration opposing summary judgment are that the underlying 

 

1 Katz did not involve collection from the note maker by the payee, so this 

discussion is dicta. At issue in Katz was collection action from third parties alleged to be 
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invoices do not support a “remaining balance” of $12,401.55—something directly 

contradicting the written agreement—and are classic parol evidence. They cannot be 

admitted in evidence to establish a liability different from the $12,401.55 liability set 

forth in the signed agreement.

In its reply brief, E.A. Towing tries to characterize Mr. Arana’s declaration as 

presenting evidence of “want of consideration.” Reply Br. of Appellants at 1. Whether 

adequate consideration existed to support a contract is a question of law that can be 

decided on summary judgment. E.g., Emberson v. Hartley, 52 Wn. App. 597, 600, 762 

P.2d 364 (1988). Consideration is “‘any act, forbearance, creation, modification or 

destruction of a legal relationship, or return promise given in exchange.’” Labriola v. 

Pollard Grp., Inc., 152 Wn.2d 828, 833, 100 P.3d 791 (2004) (quoting King v. Riveland, 

125 Wn.2d 500, 505, 886 P.2d 160 (1994)). Mr. Arana does not dispute that Master 

Mechanics released the three trucks it was holding as leverage to collect amounts it had 

invoiced as owed, whether or not Mr. Arana agrees that the entire amount was owed. As 

a matter of law, the consideration was legally sufficient.

Request for reasonable attorney fees

Mr. Larson requests an award of reasonable attorney fees and expenses on appeal

under RAP 18.1(d) and RCW 46.71.035. RAP 18.1 permits recovery of reasonable 

 

in partnership with the maker, so, as the court explains, the parol evidence rule did not 

apply. See 142 Wash. at 313-14.
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8

attorney fees or expenses on review if applicable law grants that right. Under RCW 

46.71.035, in an action to recover for automotive repairs, the prevailing party may, in the 

discretion of the court, recover the costs of the action and reasonable attorney fees. We 

award Mr. Larson his reasonable attorney fees and costs on appeal subject to his timely 

compliance with RAP 18.1(d). 

Affirmed. 

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

Washington Appellate Reports, but it will be filed for public record pursuant to RCW 

2.06.040.

_____________________________

Siddoway, J.

WE CONCUR:

_____________________________

Pennell, C.J.

Staab, J.