IN THE COURT OFAPPEALS OFTHE STATE OFWASHINGTON

RAYMOND BERO, an individual, 

### ) No. 73434-2-I 

### ) Plaintiff, 

### ) (Consolidated with



### ) No. 73536-5-I) ~ v. 

### ) c... ~ 

### ) DIVISION ONE r— NAME INTELLIGENCE, INC., a 

### ) Washington corporation; JAY 

### ) WESTERDAL, an individual; 

### ) E~f ~ WESTERDALCORP LLC a 

### ) PUBLISHED OPINION Washington limited liabilitycompany, 

### ) ) Respondents, 

### )

) FILED: July25, 2016 PERWESTERDAL and MELODY 

### ) WESTERDAL, individuallyand the 

### ) marital communitycomposed thereof, 

### ) ) Appellants, 

### )

) JOHN AND JANE DOES 1-30, 

### ) ) Defendants. 

### )

_________________________________________________________________________________) LEAcH, J.

— Per and Melody Westerdal appeal the trial court’s order terminating this receivership proceeding. Theycontend thatthetrial courtshould have first either disallowed or adjudicated their claim to 25 percent of a valuable receivership asset. Because the receivership had fulfilled its purpose and the trial court reasonably determined it would be wasteful and unnecessary to continue it, thetrial courtdid notabuse its discretion terminating it. We affirm.No. 73434-2-I (consol. with

No. 73536-5-I) I 2

FACTS Jay Westerdal owns Name Intelligence Inc., a company that buys and sells Internetdomain names. Raymond Bero, aformeremployee, sued Jay1 and his companies, Name Intelligence and Westerdalcorp LLC. The parties settled in 2012.2 As part of the settlement, Jay gave Bero a promissory note for $2.5 million. Jay’s parents, Per and Melody, guaranteed Jay’s debt to Bero up to $200,000. The next year, Bero sued Jay again, for breach of the settlement agreement. He alleged thatJaydefaulted on his payments and attempted to sell domain names that Bero had an interest in. The trial court eventually entered a $1 .4 millionjudgmentagainstJay. Jay did not paythejudgment. At Bero’s request, in August 2014, the trial court placed Jay’s companies and certain real and personal property in receivership. The primary purpose of the receivership was to protect Bero’s security interests in Jay’s assets. Later, in December 2014, Jay satisfied Bero’s judgmentagainst him.

1 For clarity, Jay and his parents, Per and Melody, are referred to bytheir first names.

2 Although Bero named Jay’s parents, Per and Melody Westerdal, in the complaint, theywere laterdismissed. -2-No. 73434-2-I (consol. with

No. 73536-5-I) I 3

Also during the receivership, Per and Melody asserted a $350,000 secured claim, which included their guaranty payment to Bero and other loans. Jay paid Perand Melodythis amount in full in December2014. Meanwhile, Jay had a brokerage agreement, made before the receivership, with Breathe Luxury Limited to auction off a high-priced domain name, “holiday.com.” Jay and Breathe Luxury disagreed about how Breathe Luxurywould conductthe auction. Jaywrote Breathe Luxury in November2015, two days before the scheduled auction. His letter accused Breathe Luxury of breaching the brokerage agreement and declared the auction off. Breathe Luxury proceeded with the auction butdid not receive a bid that metthe reserve price. In December 2014, after Jay had paid his secured debts to his parents and Bero, Per and Melody asserted an unsecured claim to 25 percent of holiday.com’s eventual sale price.3 The trial court denied without prejudice Per and Melody’s motion to allowthis claim. Ata March 2015 hearing, the trial court determined that itdid not need to decidethis claim as partofthe receivership, as the claim was notwithin the scope ofthe initial orderand Perand Melody could assert it in a separate lawsuit. Thetrial courtterminated the receivership.

~ They also claimed that Jay owed them several other debts; altogether, theyclaimed over$1.6 million, $957,825 ofitfor holiday.com. -3-No. 73434-2-I (consol. with

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Perand Melodyappeal thetrial court’s ordersterminating the receivership and denying theirmotion for reconsideration. ANALYSIS Trial Court’sAuthorityToTerminate Receivership The parties disagree about how and whetherchapter7.60 RCW limits the trial court’s abilitytoterminate a receivership. How much discretion chapter7.60 RCW gives the trial court presents a question of statutory interpretation thatthis court reviews de novo.4 This court interprets a statute primarily “to ascertain and give effectto the intent of the legislature.”5 It begins “with the statute’s plain language and ordinary meaning.”6 “Where the legislature has not defined a term, we may look to related statutes and dictionary definitions, as well as the statute’s context, to determinethe plain meaning oftheterm.”7 Chapter 7.60 RCW gives the trial court broad discretion over receiverships.8 For instance, the power to appoint a receiver is discretionary.9

~ Bostain v. Food Express, Inc., 159 Wn.2d 700, 708, 153 P.3d 846 (2007).

~ Cornu—Labatv. Hosp. Dist. No. 2, 177Wn.2d 221, 231-32, 298 P.3d 741 (2013).6 Nat’l Elec. ContractorsAss’n v. Riveland, 138Wn.2d 9, 19, 978 P.2d 481 (1999).

~ Buchheitv. Geicjer, 192Wn. App. 691, 696, 368 P.3d 509 (2016). 8 See, e.g., RCW 7.60.055; 18 WILLIAM B. STOEBUCK & JOHN W. WEAvER, WAsHINGToN PRAcTIcE: REAL ESTATE: TRANsAcTIoNs

### § 18.6, at310 (2d ed. 2004). -4-No. 73434-2-I (consol. with

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Thetrial court appoints a receiver“asthe court’s agent, and subjecttothe court’s direction, to take possession of, manage, or dispose of property of a person.”1° A general receiverthus has broad powers to manage the receivership property, liquidate assets, and satisfycreditors.11 Because receiverships are an “extraordinary remedy,” Washington courts employ them with caution.12 Except in certain narrow, inapplicable circumstances, the trial court may appoint a receiver only when it finds that a receivership “is reasonably necessary and that other available remedies either
are not available orare inadequate.”13 Accordingly, Washington courts have long recognized that a receivership should terminate “as soon as practicable after its

~ MONY Life Ins. Co. v. Cissne Family L.L.C., 135 Wn. App. 948, 952-53, 148 P.3d 1065 (2006). 10 RCW7.60.005(10). 11 RCW 7.60.015. The statute defines “general receiver” as one “appointed to take possession and control ofall or substantially all of a person’s property with authority to liquidate that property and, in the case of a business overwhich the receiveris appointed, wind up affairs.”

12 Gahagan v. Wisner, 139 Wash. 664, 667, 247 P. 965 (1926); King County Dep’t of Cmty. & Human Servs. v. Nw. Defs. Ass’n, 118 Wn. App. 117, 127, 75 P.3d 583 (2003) (“Acourtacting in equity must actwith restraint.”); RCW 7.60.025(1).

13 RCW 7.60.025(1); Nw. Defs. Ass’n, 118 Wn. App. at 126. Those narrow circumstances are where a statute requires a receiver, a state agent seeks a receiver, or a party seeks a receivership with respect to real property under RCW7.60.025(1)(b)(ii). -5-No. 73434-2-I (consol. with

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purposes have been accomplished.”14 “[A] receivership is merelyancillarytothe main cause ofaction; itis notan independent remedy.”15 Per and Melody do not contend that the statutory section on termination limits the trial court’s ability to terminate a receivership. Indeed, this argument would fail under the statute’s plain language. RCW 7.60.290(5) gives the trial court the “power to” terminate the receivership: “Upon motion of any party in interest, or upon the court’sown motion, the court hasthe powerto dischargethe receiver and terminate the court’s administration ofthe property over which the receiver was appointed.” By its terms, the section imposes no limit on the trial court’s power to terminate the receivership.16 And the term “power to” itself, without any mandatoryorlimiting language, implies a broad grantofdiscretion.17

14 Boothe v. Summit Coal Mining Co., 63 Wash. 630, 634, 116 P. 269 (1911) (quoting 34 CYcL0PEDIAOF LAwAND PROCEDURE 310 (1910)).

15 Nw. Defs. Ass’n, 118Wn. App. at 127-28. 16The restofthe subsection provides, Ifthe court determines thatthe appointmentofthe receiverwas wrongfully procured or procured in bad faith, the court may assess against the person who procured the receiver’s appointment (a) all ofthe receiver’s fees and other costs ofthe receivership and (b) anyothersanctionsthe courtdeterminesto be appropriate. Contraryto Perand Melody’s suggestion, thatsentence plainlyapplies onlywhen the trial courtdetermines a partywrongfully procured the appointment—which no one contendswasthe case here—and even then itconfers a discretionary power on thetrial court.

17 Black’s Law Dictionarydefines “power” as “[t]he abilityto actor not act.” BLACK’S LAW DICTIONARY 1358 (10th ed. 2014). -6-No. 73434-2-I (consol. with

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Despite the plain language of RCW 7.60.290(5), Per and Melody argue that other sections of the receivership statute limit the trial court’s power. In particular, they claim that RCW 7.60.220(1) prohibits the trial court from terminating a receivership until all properly served claims have either been satisfied oraffirmativelydisallowed. This subsection statesthat“[c}Iaims properly served upon the general receiver and not disallowed bythe court are entitled to share in distributionsfrom the estate in accordancewith the priorities provided for by this chapter or otherwise by law.” Because they properly served their claim and the trial court did not disallow it, Per and Melody argue, theywere “entitled to share in distributions from”the receivership assets. Theycontend they have a “statutorily vested right” that is terminable only when the court disallows their claim. As with RCW 7.60.290(5), no court appears to have interpreted RCW 7.60.220(1). As neitherthe statute nor case law defines “entitle,” a court looks “to extrinsic aids, such as dictionaries, to find the word’s ordinary meaning.”18 Black’s Law Dictionary defines “entitle” as “[t]o grant a legal right to or qualify for.”19 Per and Melody claim that the legislature intended to give claimants a

18 Dep’t of Labor & Indus. v. Kantor, 94 Wn. App. 764, 775, 973 P.2d 30 (1999) (interpreting “entitled” in Industrial InsuranceAct, Title 51 RCW).

19 BLAcK’s, at 649. Webster’s Third New International Dictionary 758 (2002) defines itsimilarly. -7-No. 73434-2-I (consol. with

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“vested right” to distributions, provided the claimants properly served their claim and the trial courtdid not disallow it.2° Underthis interpretation, properly serving
a claim that is not then disallowed would be both necessary and sufficient to receive a distribution. Per and Melody’s proposed interpretation mandates distributions from receivership assets for every properly served claim the court does not disallow. This proposed interpretation conflicts with RCW 7.60.230, which states that the trial court must allowa claim beforethe receiver’s dutyto distributetothe creditor becomes mandatory.21 It also conflicts with the receiver’s discretionary powers ofdistribution. We think a different interpretation is more practical and more consistent with the broad authority given to a general receiver to manage receivership property.22 Aclaimantwho becomes “entitled” by properly serving a claim, which the trial court does not then disallow, has taken steps necessary to qualify for, but not sufficient to receive, a distribution. This interpretation preserves the discretion ofthe trial courtto managethe duration ofthe extraordinary remedy of

20They contend, “Structured as it is, RCW7.60.220(1) permits objections then requiresthatthey be sustained.”

21 RCW 7.60.230(1) provides, “Allowed claims in a general receivership shall receive distribution under this chapter in the order of priority under (a) through (h) ofthis subsection.” (Emphasis added.)

22 RCW7.60.015. -8-No. 73434-2-I (consol. with

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receivership and to take into account such practical considerations as the ongoing cost of continuing it. This latter interpretation is consistent with the statutory scheme for receiverships, which gives the court broad discretion and provides a general receiver with broad authority to manage receivership property.23 In sum, because RCW 7.60.290(5) contains no language limiting the power it grants a trial courtto terminate a receivership, the statute gives the trial court discretion when to terminate a receivership. This broad discretion comports with the policy oftreating receiverships as an exceptional remedy.24 It is also consistent with the law in other jurisdictions, as it appears that every jurisdiction to address the issue has leftthe decision to terminate a receivership to the trial court’s sound discretion.25 If the legislature intended chapter 7.60 RCW to mandate a trial court to decide all claims brought during a general receivership beforeterminating it, the legislature easilycould have done so.

23 RCW7.60.015. 24 See Gahagan, 139Wash. at667; RCW7.60.025(1). 25 See, e.g., Hill v. Hill, 460 S.W.3d 751, 763 (Tex. App. 2015), review denied, No. 15-0327 (Tex. Aug. 14, 2015); Fifth Third Bank v. Dayton Lodge, LLC, Ohio App. 3d
—, 2013-Ohio-5755, 6 N.E.3d 638, at ~ 52; Singerv. Goff, 334 Mich. 163, 167, 54 N.W.2d 290 (1952); United States v. Amodeo, 44 F.3d 141, 146 (2d Cir. 1995); Sec. & Exch. Comm’n v. An-Car Oil Co., 604 F.2d 114, 119 (1st Cir. 1979); see also 13 AM. JUR. 2d Business Trusts 

### § 90 (2009) (“The termination of a receivership also lies within the judicial discretion of the court, in the exercise ofwhich the courtwill considerthe rights and interests ofall parties concerned.”). -9-No. 73434-2-I (consol. with

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Trial Court’s Use of Discretion ToTerminateWesterdal Receivership Per and Melody contend that the trial court disregarded its prior order, misunderstood its statutory duties and authority, and erroneously thought that keeping the receivership would add unnecessary complexity and waste
resources while terminating itwould not prejudice Perand Melody. In short, Per and Melody assert that the trial court abused its discretion in terminating the receivership. Per and Melody contend that the trial court’s own receivership order limited its discretion to terminate the receivership.26 Per and Melody cite no authority for the proposition that a trial court’s own order can limit its statutory authority. Generally, this court will not consider arguments without supporting legal authority.27 Butwe do not need to decide this question of law because, as discussed below, thetrial courtdid complywith its priororder. But we note that the trial court has inherent authority to interpret and enforce its order.28 And because a receivership is an equitable remedy and the

26 Paragraph 2.52 provided that receiverships “shall terminate only upon payment in full of all amounts due the Receiver and satisfaction in full of all amounts due underthe [Bero] Judgment.”

27 RAP 10.3(a)(6); MONY Life Ins. Co., 135Wn. App. at 954. 28 See Allen v. Am. Land Research, 95 Wn.2d 841, 852, 631 P.2d 930 (1981) (“The superior court’s inherent authority to enforce orders and fashion judgments is notdependenton the statutorygrant.”). -10-No. 73434-2-I (consol. with

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receiver serves atthe direction ofthe trial 

### court,29 the court retains the authority to modify the order appointing the receiver in light of changed circumstances.3° Perand Melody offer no reason whythetrial courtcould not change its mind ifits laterdecision conflicted with its original order. Per and Melody argue the trial court erroneously treated paragraph 2.52
as requiring, ratherthan permitting, thetrial courttoterminatethe receivership on fulfillment of certain conditions. But nothing in the trial court’s memorandum on its order indicates that it thought paragraph 2.52 required it to terminate the receivership.31 It viewed paragraph 2.52 the same way Per and Melody do, as only permitting termination once the purpose of paying “all amounts due under the [Bero] Judgment”was satisfied. Thetrial courtdetermined thejudgment had been satisfied. It did notterminate the receivership because itthought it had to. Itterminated the receivership because it knew it could and determined that it had

29 MONY Life Ins. Co., 135Wn. App. at953; RCW7.60.005(10). ~° See State ex rel. Bradford v. Stubblefield, 36Wn.2d 664, 674, 220 P.2d 305 (1950) (“[A] court of equity has inherent power to modify or vacate a permanent preventive injunction where a change in circumstances demonstrates thatthe continuance ofthe injunction would be unjust or inequitable or no longer necessary.”). 31 The court said, “While one could parse the language ofthe court’s July 2014 order.

. . to argue that this does not mandate the termination ‘upon payment in full,’ the point ofthe receivership, set out in Bero’s motion last July, wasforthe purpose setout in paragraph 2.52

. . . . Thatcondition has been met.” —11—No. 73434-2-I (consol. with

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good reason to—specifically, the complexity ofthe issues Perand Melody raised and the ongoing costofcontinuing the receivership. Per and Melody challenge both these premises. They dispute that the purpose of the receivership was satisfied. They assert that their claim should have been subrogated to Bero’s and thus that “all amounts due under the Judgment” were notfullysatisfied before termination as paragraph 2.52 required. Under the settlement agreement, Per and Melody guaranteed Jay’s debts to Bero up to $200,000.00. Jay then defaulted on his debt to Bero, triggering Per and Melody’s liability. Per and Melody now contend that they “had the right to step into Bero’s shoes” because Jay owesthem the portion ofhis liabilityto Bero that Per and Melody “satisfied via the Guaranty.” But Jay repaid that money to Perand Melody. Jay gave his mothera checkfor $359,028.65 on December 3, 2014, in full satisfaction of the guaranty payment and other loans. Per and Melody acknowledge the payment. Still, Perand Melody claim thatJay’s liability to them underthe guaranty means the “requirementthat ‘all amounts due under the Judgment’ be fully satisfied was not met.” This misrepresents the record. Per and Melody’s claim to 25 percent ownership in holiday.com is completely separatefrom Jay’s liability underthe guaranty.

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Per and Melody further contend the trial court ignored its statutory authority in terminating the receivership without addressing their claim. They assertthat because RCW7.60.055 givesthetrial courtexclusivejurisdiction over all property “with respectto which the receiver is appointed,” the trial court must adjudicate their claim within the receivership, since they could not bring it elsewhere during the receivership. But they do not explain why, with the receivership terminated, they cannot now bring their claim as a separate lawsuit in an appropriatecourt. Per and Melody also contend that the trial court disregarded RCW 7.60.220(3), which allows the court to estimate an unhiquidated claim when liquidation would “unduly delay the administration” ofthe receivership. Per and Melody contend the trial court should have at least considered estimation to eliminate the complexity of Per and Melody’s claim. They offer no authority, however, thatwould require the trial courtto estimate a claim when the claim is outside the purpose of the receivership and that purpose has already been fulfilled. Thus, Perand Melody arewrong thatthetrial court misinterpreted its prior order.

-13-No. 73434-2-I (consol. with

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Perand Melody also challenge thetrial court’s reasons forterminating the receivership, even if its purpose was satisfied. Contrary to the trial court, they contend that keeping the receiver would not add unnecessary complexity and waste resources and thatending the receivershipwould prejudicethem. We reviewthetrial court’s decision toterminate foran abuse ofdiscretion. The trial court’s reasoning with respect to complexity and waste is persuasive; Perand Melody’s is not. Thetrial courtcited the receivership’s cost: $6,000 per month forthe receiver, with attorney fees of $525 per hour. The receiverwould also take a one percent commission from a sale of holiday.com. Per and Melody’s response to these costs is, in short, thatthe parties could stop paying the receiver. Per and Melody also assert that resolving their claim within the receivership would have several practical advantages: the trial court had Per and Melody’s claim and Jay’s response in front ofit; itcontrolled assetsthatwere central to the dispute under RCW 7.60.055(1); “[t]he Receiver was on hand, serving as an arm of the court”; and the trial court could estimate Per and Melody’s claim under RCW 7.60.220(3). This court does not need to speculate about how much these perceived conveniences would actually benefit Per and Melody. The trial court could reasonably decide that other procedural obstacles
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underthe receivership statute counterthese advantages: Jay has reserved the argumentthatthe claim wastime barred under RCW7.60.210, towhich Perand Melody’s only defense is their unsupported statement that notice of the receivership wentto the wrong address. And, under RCW 7.60.220(2), Perand Melody would still have to mediate the claim, which Jay requested, but Per and Melody have apparently refused to do.32 The trial court could also reasonablyfind unpersuasive Per and Melody’s assertions thatthe termination ofthe receivership prejudices them. They pointto three advantages that they contend the receivership statute offers them: that their claim was “deemed allowed absent affirmative disallowance by the trial court”; that the statute allows the trial court to estimate their claim, allowing for reductions in time and expense; and that RCW 7.60.210(4) provides a presumption that Per and Melody’s claim was valid.33 But these “protections” would not help resolve Per and Melody’s claim. For instance, Perand Melody’s argument based on the claim estimation provision, RCW 7.60.220(3), is circular. The purpose ofthat provision is to avoid “unduly delay[ing] the administration of

32 “Upon the request of.

. . any party in interest objecting to the creditor’s claim,

.. . an objection is subject to mediation prior to adjudication of the objection.” RCW7.60.220(2).

~ Perand Melodycontend Jay’s objectionsfail to rebutthe presumption in RCW 7.60.210(4). The parties dispute whether Jay caused holiday.com not to sell. Jay says it did not sell because itfailed to meet minimum bid, but Per and Melodysay itwas because Jay interfered. -15-No. 73434-2-I (consol. with

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the case” by having to adjudicate unliquidated and potentially complex claims during the receivership. Perand Melody cannotthen use this provision tojustify prolonc~inq the receivership for a claim that is unrelated to the case being administered. Whether or not the receiver estimates Per and Melody’s claim to 25 percentof holiday.com, thatclaim is unsecured and contested; theywould still need discoveryand trial to prove it.34 Further, the receivership had substantial assets. The trial court could reasonably conclude that ending the receivership would not impair Per and Melody’s abilityto recover. Perand Melodyclaimed $1.6 million for25 percentof holiday.com and assorted otherdebts. The receivership assets totaled over$34 million when it was terminated. Since a receivership’s primary purpose is to protect the debtor’s assets for creditors,35 it has less utility when, as here, the debtor does not appear in danger of becoming insolvent. Had the receivership continued, the receiverwould have none ofthe usual tasks ofa receiver, such as managing assets, paying bills, orwinding up companies; the receiverwould have controlled those assets onlywhile waiting forthe parties to resolve an unrelated claim.

~‘Thetrial courtand receivereach acknowledged this. 35 See 65AM. JUR. 2d Receivers

### § 182 (2011). -16-No. 73434-2-I (consol. with

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Finally, Perand Melody claim thatthetrial court’s mannerof interpretation invites abuse by ignoring serious allegations about Jay’s misconduct that prejudice creditors. They contend that when there are serious allegations a debtor has engaged in inequitable and unlawful conduct that affected a receivership, it is improperto “reward” the debtorwith dismissal ofthe case to his benefit and at the expense of creditors. But as discussed above, the receivership’s purpose was to ensure satisfaction of Bero’sjudgment for breach of his settlement agreement with Jay. The receivership was ancillary to Bero’s
cause of action.36 Whatever advantages the receivership may offer them, Per and Melody do not explain whythe trial court could not reasonably decide that a separate lawsuitwould provide a more appropriatesetting fortheirclaim. The trial court here properly exercised its powers over the receiver: the receiver fulfilled the receivership’s initial purpose, and the trial court reasonably determined that continuation of the receivership would be wasteful and inefficient. Perand Melody cite no authoritythatwould warrant reversal ofatrial court’s termination ofa receivership because not all creditorclaims are resolved. Because the receivership’s purpose was satisfied once the Bero judgment was paid in full and Per and Melody’s guaranty satisfied, the trial court did not abuse its discretion in terminating it.
36 See Nw. Defs. Ass’n, 118Wn. App. at 127-28. -17-No. 73434-2-I (consol. with

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CONCLUSION Because thetrial court had discretion toterminatethe receivership and did notabusethatdiscretion, we affirm.

WE CONCUR: 

# A ~PC~f~~)1

-18-