IN THE COURT OFAPPEALS OFTHE

CRISTOBAL MONDRAGON and JANE 

### ) DOE MONDRAGON, husband and wife, 

### ) and the marital communitycomposed 

### ) thereof; and ALL JOHN DOE AND 

### ) JANE DOE OCCUPANTS; and VINCE 

### ) SAMPSON and ANGELA SAMPSON, 

### ) husband and wife, and the marital 

### ) community comprised thereof, 

### )

Appellant,
v. ROBINSON PROPERTIES & INVESTMENTS, LLC, aWashington Limited Liability Company,

Respondent.

__________________________________ FILED: February 24, 2020 HAZELRIGG, J.

—Vince and Angela Sampson (collectively the Sampsons) seek reversal ofsummaryjudgment entered against them in a breach of contract action stemming from their assignee’s default in rent and unlawful detainer of a commercial premises. They bring multiple challenges to the underlying unlawful detainerjudgment againstthe assignee, the orderfinding them liableforbreach of the lease and assignment agreements, and the order imposing damages and attorney fees. Although the court did not err in finding them liable forthe breach STATE OFWASHINGTON No. 79547-3-I DIVISION ONE UNPUBLISHED OPINIONNo. 79547-3-1/2

ofcontract, it did err in imposing liabilityon Angela1 Sampson as an individual and in calculating damages. We affirm in part and reversethe award ofdamages and remand to amend orders and judgment by removing any indicia of individual liability as toAngela Sampson.
FACTS Robinson Properties & Investments, LLC, (Robinson Properties) ofwhich William Robinson2 (Robinson) is an authorized member, owns a commercial property in Everett. In 2015, Vince Sampson executed a three-year lease with Robinson Properties to rent suite A7 ofthe property until May 31, 2018. Rentfor the period relevantto this case was $2,200 per month, plus utilities and a pro rata share of charges for the common facilities known as triple net expenses (NNN). The lease obligated the tenant to keep the premises in good condition and surrender the premises at the expiration of the lease “in the same condition in which they are received, reasonable wear and tear and damage by fire or storm excepted.” The lease provided that it could not be “assigned, transferred, encumbered, or sublet” without Robinson Properties’ consent and that “[nb assignment or subLease [sic] shall relieve Tenant from primary liability on this Lease.” Section 52 ofthe lease, entitled “ATTORNEY FEES,” provides that: If Landlord shall retain an attorneyforthe purpose of collecting any monies duefrom theTenantorotherwise enforcing orconstruing the Lease, Tenantshall paythe reasonable feesforsuch attorneyfor his service and reasonable costs regardless ofwhetherornotsuch costs

I Forclarity, Vince and Angela Sampson will be referred to individually bytheirfirst names. No disrespect is intended.

2 Robinson Properties refers to the business entity. Robinson refers to the individual, WiNiam Robinson, when he was acting on behalfof Robinson Properties. -2-No. 79547-3-1/3

and attorney’s fees are incurred with or without litigation, in a bankruptcy court, oron appeal. In 2017, Vince and Robinson jointly executed an assignment ofthe lease for unit A7 to assignee Cristobal Mondragon, who also rented units A5 and A6. Mondragon was to assume the remainder ofVince’s lease until it ended on May 31, 2018, at which time a separate lease between Robinson Properties and Mondragon for unit A7 would come into effect. The assignment specified that “Assignor(s) shall remain fully liable and responsible tothe Lessorforfulfillment of all the obligations ofthe Assignor(s) underthe Lease.” Vince would be released from the lease on its end date of May 31, 2018. On January 3, 2018, Robinson informed Vince via email that Mondragon
was delinquent in rent payments and that he had “heard a rumorthat [Mondragon] moved back to Mexico” and was no longer able to contact him. Robinson wrote that Vince was ‘still the Guarantor” for rent payments until the termination ofthe lease and assignment. He stated thatthe outstanding rent of$13,824.85 needed to be paid byJanuary 6, 2018 to preventfurther legal action. On oraround January12, 2018, Robinson Properties served a noticeto pay rent orvacate to the Mondragons and the Sampsons. Neither partytendered the fundsto cure the notice. Robinson Properties brought an unlawful detainer action against Mondragon and his wife, Jane Doe Mondragon, on January 25, 2018. Robinson assertedthatthe Mondragonswere personallyservedwith thesummons and complaint for the unlawful detainer. The court issued a writ of restitution restoring the right of possession to the landlord and a judgment by default on February 6, 2018. The court found Mondragon liable for a principal judgment

-3-No. 79547-3-1/4

amount of“$59,503.50 ($29,751.75 in rentx 2 by application of RCW59.12.170)” plus attorneyfees of$3,007.50 and court costs of$1 ,065.05. On February 27, 2018, Robinson Properties filed an amended complaint adding Vince Sampson and Jane Doe Sampson as defendants and seeking damagesforbreach ofcontract. The Sampsonsfiled an answerasserting multiple affirmative defenses and including a cross-claim against the Mondragons for breach ofcontract and implied indemnity. Robinson Properties moved forsummaryjudgment on the issues of liability and damages. In their response opposing the summary judgment motion, the Sampsons argued that the court did not have subject matterjurisdiction overthe original unlawful detaineraction because Mondragon had abandoned the property and physical possession was notat issue. Theycontended that CR60(b) required the unlawful detainerjudgment to be set aside as a matter of law because it was void for lack ofsubject matterjurisdiction. On September 7, 2018, the court granted summaryjudgment in favor of Robinson Properties on the issue ofliabilityand continued the motion forsummary judgment on the issue ofdamages to allowforfurtherdiscovery. The courtfound thatthere was no genuine issue of material fact regarding the Sampsons’ liability forthe breach ofthe lease and assignment. On January 8, 2019, the court granted summaryjudgment for Robinson Properties for damages from the breach of the lease. The court doubled the damages “[p]ursuant to RCW 59.12.170” for a total of $59,543.50, plus pre judgment interest, reasonable attorneyfees, and court costs. The court entered a

-4-No. 79547-3-1/5

finding that “[t]he sum of $17,702.30 in attorney’s fees and $578.00 in costs are reasonable sums.” The court did not enter separate findings of fact and conclusions of law regarding the award ofattorneyfees and costs. Ten days later, the Sampsonsfiled a motion to alterthejudgment underCR 59. They argued that the award of double damages underthe unlawful detainer statute was impermissible, that Angela Sampson could not be held liable as an individual, and that the attorney fee award lacked evidentiary support and adequate legal justification. The court found that the motion was timely filed but denied the motion. The courtalsofound that “Plaintiff’s attorney’s fees and costs,
as delineated in the Affidavit of Plaintiff’s Counsel dated January 23, 2019, are reasonablefees and expenses actually incurred and reasonably necessaryforthe litigation ofthis action.” The Sampsons appealed.3
ANALYSIS I. Standard of Review We review summaryjudgment orders de novo, “considering the evidence and all reasonable inferences from the evidence in the light mostfavorable to the nonmoving party.” Keck v. Collins, 184 Wn.2d 358, 370, 357 P.3d 1080 (2015). Thetrial courtshall grantsummaryjudgment ifthere is no genuine issue ofmaterial factand the moving party is entitled tojudgment as a matteroflaw. CR 56(c). The

~The Sampsons’ Notice ofAppeal (filed 2/8/19) requests review ofthe Judgment (entered 2/6/18), OrderGranting in Part Motion forSummaryJudgment (As to Liability) and Granting in Part Motion to Continue (As to Damages) (entered 9/7/1 8), and Order Granting Plaintiff’s Motion for SummaryJudgmentAgainst Defendants Sampson Re: Damages (entered 1/8/1 9). In theiropening brief, they also request review of the post-judgment Order Denying Motion to Alter Judgment / Motion for Reconsideration (entered 3/20/1 9) under RAP 2.4(f)(3), which allows review of a trial court’s orderon atimely CR 59 motion. -5-No. 79547-3-1/6

moving partybearsthe initial burden ofshowingthe absenceofan issue ofmaterial fact. Young v. Key Pharm., Inc., 112 Wn.2d 216, 225, 770 P.2d 182 (1989). Motions to alter, amend, or reconsider a judgment are within the sound discretion of the trial court, and a reviewing court will not reverse a trial court’s ruling absent a showing of manifest abuse ofdiscretion. Wilcoxv. Lexington Eye Inst., 130 Wn. App. 234, 241, 122 P.3d 729 (2005); Worden v. Smith, 178 Wn. App. 309, 322—23, 314 P.3d 1125 (2013). A court abuses its discretion when the decision is based on untenable grounds, untenable reasons, oran erroneousview ofthe law. Worden, 178 Wn. App. at 323.
II. Unlawful DetainerJudgment The Sampsons challenged the February 6, 2018judgment on the unlawful detaineraction againstthe Mondragons in theirnotice ofappeal and argue against its validity in the briefing. Robinson Properties responds in a footnote that “the Appellants have no standing to assert possession.” This appears to raise the question of whether the Sampsons may appeal the judgment in the unlawful detaineraction becausetheywere not parties tothe case atthetimethejudgment
was entered. “Onlyan aggrieved party mayseek reviewbythe appellate court.” RAP 3.1. A party is aggrieved when a decision affects their pecuniary interests or personal rights or imposes a burden orobligation on them. Randy Reynolds &Assocs., Inc.
v. Harmon, 193Wn.2d 143, 150, 437 P.3d 677 (2019). The decision mustoperate prejudicially and directly on the party’s rights or interests; “the right invaded must be immediate, not merely some possible, remote consequence.” Sheets v.

-6-No. 79547-3-1/7

Benevolent & Protective Order of Keglers, 34 Wn.2d 851, 855, 210 P.2d 690 (1949) (quoting 4 C.J.S. 356, Appeal and Error, 

### § 183(b)(1) (1937)). “[U]ndersome narrow circumstances, persons who were not formal parties to trial court proceedings, but who are aggrieved by orders entered in the course of those proceedings, may appeal as ‘aggrieved parties.” Mestrovac v. Dep’t of Labor & lndus., 142 Wn. App. 693, 704, 176 P.3d 536 (2008) (quoting State v. G.A.H., 133 Wn. App. 567, 574, 137 P.3d 66 (2006)). In Sheets, the court found that the appellants were not aggrieved parties entitled to appeal because the portion of the judgment appealed contained “no denial of a personal or property right to them as individuals; nor does it impose upon them, as individuals, a burden orobligation.”34Wn.2d at855. In Mestrovac, this courtfound that the Board of Industrial Insurance Appeals was an aggrieved party entitled to appeal superior court orders in a case to which itwas not a party when the orders “imposed upon the Board a burden and an obligation by holding it liableforMe~trovac’s interpretercosts and requiring itto paythousands ofdollars in attorneyfees forattempting to intervene.” 142 Wn. App at 704. Although the Sampsons were later added to the case and the unlawful detainerjudgmentagainstthe Mondragons appearsto have been used to compute the damages for breach of contract, the Sampsons were not directly affected by the unlawful detainerjudgment. Thejudgment itself does not impose any direct burden on them or infringe on anyoftheir rights. Therefore, the Sampsons are not aggrieved parties within the meaning of RAP 3.1 and may not appeal the unlawful detainerjudgment againstthe Mondragons.

-7-No. 79547-3-1/8

Ill. Liability A. Validity of Liability Order The Sampsons contend thatthe summaryjudgment orders in the breach of contract action are void because the court lacked subject matter and personal jurisdiction over them in the unlawful detainer action. They argue that the court lackedjurisdiction in the unlawful detainerbecause they had no actual possession
or right of possession over the premises and were not named as defendants or served with the summons and complaint for the unlawful detainer portion of the proceeding. Robinson Properties responds that the court had properjurisdiction because it brought its claims againstthe Sampsons afterthe issue of possession had been resolved and afterthe case had been converted to an ordinary breach ofcontract action. Superior courts in Washington are courts of general jurisdiction, with authorityto hearand decide cases in equityand cases at lawforwhichjurisdiction is not vested by law in another court. Wash. Const. art. IV, 

### § 6. An unlawful detainer action is a summary proceeding authorized by statute to determine the
narrow issue of right to possession of a premises between landlord and tenant. Munden v. Hazelriciq, 105 Wn.2d 39, 45, 711 P.2d 295 (1985). “In an unlawful detainer action, the court sits as a special statutory tribunal to summarily decide the issues authorized by statute and not as a court ofgeneraljurisdiction with the powerto hearand determine otherissues.” Granatv. Keasler, 99Wn.2d 564, 571, 663 P.2d 830 (1983) (emphasis omitted). A court’s subject matterjurisdiction in
an unlawful detainer proceeding is “limited to the question of possession and

-8-No. 79547-3-1/9

related issues such as restitution ofthe premises and rent.” Munden, 105 Wn.2d at 45. ‘Ajudgment entered by a court lacking subject matterjurisdiction is void.” AnQelo Prop. Co. LP v. Hafiz, 167Wn. App. 789, 808, 274 P.3d 1075 (2012). After the right to possession is no longer at issue, an unlawful detainer proceeding “may be converted into an ordinary civil suit for damages, and the parties maythen properly assert any cross claims, counterclaims, and affirmative defenses.” Munden, 105 Wn.2d at 46. In other words, after the proceeding is converted, the court regains its usual status as a court ofgeneraljurisdiction with the authorityto hear issues outside ofthe narrow scope of unlawful detainer. See Granat, 99 Wn.2d at 571. Allowing this conversion promotesjudicial economy by minimizing the number of lawsuits filed and ‘spares the expense and inconvenience to all parties of maintaining two suits.” Munden, 105 Wn.2d at47. The Sampsons argue thatthe court had no subject matterjurisdiction over the breach of contract claims againstthem because they had not been named as defendants in the unlawful detainer. The trial court settled the issue of right of possession when it issued thewrit of restitution andjudgment against Mondragon. Once possession was no longer at issue, Robinson Properties amended its complaintto convertthe suit to an ordinary civil suit for damages. The amended complaintdoes notprofessto be an action forunlawful detainer, nordoes it request restitution of possession. The court was once again sitting as a court of general jurisdiction and had subjectmatterjurisdiction overthe claim forbreach ofcontract. The liability order is notvoid for lack ofjurisdiction.

-9-No. 79547-3-1/10 B. Individual Liability ofAngela Sampson The Sampsons next contend that the 

### court erred in imposing liability for damages on Angela Sampson as an individual because she was not a signatory to either the lease or the assignment. At oral argument, Robinson Properties conceded that Angela could not be held individually liable for breach of contract. We agree. A spouse who incurs an obligation or undertakes an enterprise during marriage presumptively does so for the benefit of the marital community. Or~ Improvement Co. v. Sagmeister, 4 Wash. 710, 711, 30 P. 1058 (1892). Although the marital community is not a separate legal entity and the property of the community is owned bythe spouses, the law distinguishes between the spouses’ separate and community property. deElchê v. Jacobsen, 95 Wn.2d 237, 243, 622 P.2d 835 (1980). If a marital community is held liable for an obligation, the debt may be satisfied from community property. j~ Ifa party is held individually liable foran obligation, the debt may be satisfied from the party’s separate property. ki. The Sampsons cite only one authority from Max L. Wells Trust v. Grand Cent. Sauna & HotTub Co. ofSeattletosupporttheirargumentthatAngela should not be held individually liable, the relevantfacts ofwhich are nearly identical tothis
case. See, 62 Wn. App. 593, 815 P.2d 284 (1991). In Wells Trust, a husband signed a lease in his capacityas managing partnerofGrand Central and the court entered a judgment against the partners of the business and their wives individually. ~çj. at 599, 603—04. On appeal, the general partners ofGrand Central conceded that a judgment could be entered against them individually and their

- 10-No. 79547-3-I/Il

marital communities, but argued thatthejudgment should not have been entered individually againsttheirwives. Id. at 603. “A spouse’s act creating both community liability and separate liability in the acting spouse ordinarily does not create separate liability in the nonacting spouse who has not participated in the transaction, that is, it ordinarily does not createthree-way liability.” Id. at604 (quoting H.M. Cross, The Community Prorerty Law in Washington (Revised 1985), 61 Wash. L. Rev. 17, 122 (1986)). TheWells Trust court analyzed the issue as follows: Here, overthestrenuous objection ofGrand Central and its partners, the court entered judgment against the spouses of two of the partners, individually. Therewas no pleading thatthesewomenwere partners themselves, nor that they signed the lease as a partner. There was no evidence entered attrial to create individual liability in eitherofthesewomen. The leasewas signed onlyby David Stadtner as the managing partner. The trial court erred in entering individual judgments againstthe spouses of partners Stadtner and Bruschera. ki. The court appears to have accepted the concession that the husbands and marital communities could be held liableforthe obligation, butdetermined thatthe liability did not extend to the separate property ofthe uninvolved wives. WellsTrust is directly applicabletothe present case. There is no indication thatAngela signed the lease orwas a partnerin the business on whose behalfthe lease was signed. Angela and her separate property could not be held liable for the obligation, and the court erred in entering the judgment against her as an individual

.~

~ The Sampsons argued briefly at oral argument that Angela’s half of the community property also could not be held liable forthe obligation. On review of an order granting summary judgment, we consideronly evidence and issueswhich were called to the attention ofthetrial court before entry of the order. RAP 9.12. The Sampsons did not specifically argue the issue of -11

-No. 79547-3-1/12

C. SummaryJudgmenton Liability Apart from challenging Angela’s individual liability, Robinson Properties argues that the Sampsons otherwise failed to offer evidence denying their contractual liability and therefore the court properly granted summaryjudgment in Robinson Properties’ favor. As stated above, courts consider the evidence and all reasonable inferencesfrom the evidence in the light mostfavorabletothe nonmoving partyon summaryjudgmentto determine ifthere is a genuine issue of material fact. Keck, 184 Wn.2d at 370. When the language of a contract is clear and unambiguous, courts will enforce the contract as written. Ley v. Clark Cty. Pub. Transp. Benefit Area, 197Wn. App. 17, 24, 386 P.3d 1128 (2016). In support of its motion for summary judgment, Robinson Properties submitted an affidavit of William Robinson and attached the lease agreement signed by Robinson and Vince Sampson; the assignmentand assumption oflease signed by Robinson, Vince, and Mondragon; and order authorizing the writ of restitution in the unlawful detainer action against the Mondragons. Robinson asserted that there was a balance of unpaid rent due and that Mondragon had failed to maintain the condition ofthe property. In response, Vince asserted that Robinson Propertiesfailed to maintain the heating and cooling system on the premiseswhile he was a tenant in possession, before the execution ofthe assignment. He also attached the email showing that

community liability before summary judgment was entered or on reconsideration. Because the issue ofcommunity liabilitywas not raised before the trial court, wewill notconsider it on appeal. -12-No. 79547-3-1/13

Robinson had made him aware ofthe default in rent and asserted that he did not
cure the notice to pay rent orvacate. Viewed in the light mostfavorable to the Sampsons, there was no genuine dispute ofmaterial fact regarding their liability underthe lease and assignment. By its plain terms, the lease obligated Vince to paythe rent and charges due, even if he assigned his rights under the lease. The assignment reaffirmed this responsibility. The Sampsons do notdisputethat Mondragon defaulted in rentand caused damage to the premises, nor do they dispute that they did not tenderthe unpaid funds when made aware ofthe delinquency. The bulk ofthe Sampsons’ argument against summary judgment addressed the alleged invalidity of the unlawful detainer judgment against the Mondragons. However, even if the unlawful detainerjudgment was void for the reasons they advance, it would not affecttheir liability underthe contractsforthe unpaid rent and charges. The court did not err in granting summaryjudgment on the issue of liability.
IV. Damages The Sampsons also argue that the court erred in entering summary judgment on the issue ofdamages. A party may recoverfrom a breach ofcontract those damageswhich arise naturallyfrom the breach orwhich the parties could be reasonably supposed to have understood as a probable result ofthe breach when the contract was signed. Gacilidari v. Denny’s Rests., Inc., 117 Wn.2d 426, 446, 815 P.2d 1362 (1991). Because the Sampsons are liable forthe unpaid monies underthe lease and damage to the property, Robinson Properties was entitled to
an award of damages. Although they agree that some award ofdamages would

- 13-No. 79547-3-1/14

be appropriate iftheywere liable underthe contracts, the Sampsons contend that thetrial courterred in determining the appropriate amountofdamages. We agree.
A. Imposition of Double Damages The Sampsons argue thatthe award ofdamages is void because the court awarded double damages “pursuant to RCW 59.12.170” even though the Sampsons were not parties to the unlawful detainer action. Robinson Properties respondsthatbecause Mondragon was responsiblefordoubledamages underthe unlawful detainer statute and the Sampsons were liable to the same extent as Mondragon, the damages were properly calculated. A tenant unlawfully detains a premises when, after a default in rent, a landlord requiresthetenantto paythe rentduewithin three days orvacate and the tenant continues in possession in person or by subtenant without paying. RCW 59.12.030(3). If a defendant has been found guilty of unlawful detainer after default in the payment of rent, the court shall “assess the damages occasioned to the plaintiff” and enter judgment against the defendant “twice the amount of damagesthus assessed and ofthe rent, ifany, found due.” RCW59.12.170. This court interpreted that language to authorize “a compensatory award during the lawful possession period (past due rent) and a doubling of damages incurred for the unlawful detainer period.” Sprincin King St. Partners v. Sound Conditioning Club, Inc., 84Wn. App. 56, 65, 925 P.2d 217 (1996). The unlawful detainer period beginswhen thethree-dayperiod within which the landlord has required thetenant to pay rent or vacate expires. ~ at 63. The Sprincin court explained that “[t]he unquestionable purpose ofdoubledamages isto penalizethetenantforthe refusal

- 14-No. 79547-3-1/15

to surrender possession when the tenancyterminates” and to “hasten[J restitution to the owner.” k~. at 65. Washington law recognizes a distinction between a sublease and an assignment of a lease. McDuffie v. Noonan, 176 Wash. 436, 439, 29 P.2d 684 (1934). “[Am assignmentofa lease occurswhen the lessee/assignortransfers his
or herwhole interest in the leasewithout retaining any reversionary interest.” OTR
v. Flakey Jake’s, Inc., 112 Wn.2d 243, 247, 770 P.2d 629 (1989). When a tenant transfers lessthan his entire interest in the lease, retaining a reversionary interest, the conveyance is asublease. McDuffie, 176Wash. at439. “Contractually, neither the act of subletting nor assigning absolves the [assignor] of his express duty to pay rent to his landlord, absent a release by the landlord.” Flakey Jake’s, 112 Wn.2d at 250 (emphasis omitted). In both instances, the assignor remains liable forthe rent undera privityofcontracttheory. ki. When avalid assignment occurs, the assignee comes into privity ofestate with the landlord and the privity ofestate between the landlord and assignor is terminated. jç~ at 251—52; National Bank of Commerce of Seattle v. Dunn, 194Wash. 472, 492, 78 P.2d 535 (1938). An assignor who executes an absolute, unconditional assignment of a leasehold, reserving no express or implied right of reentry on breach ofcondition, retains no authority over the assignee’s possession of the subject premises. Brickum mv. Co. v. Vernham Corp., 46 Wn. App. 517, 522—23, 731 P.2d 533 (1987). In that instance, the assignee is not a “subtenant” for purposes of the unlawful detainer statute. ~ at 523. Because the assignor has neither

- 15-No. 79547-3-1/16

constructive nor actual possession ofthe premises in this situation, the landlord may not bring an unlawful detaineraction againstthe assignor. Id. Here, the Sampsons assigned their entire interest under the lease to Mondragon, retaining no right of reentry or reversionary interest. Because they executed a true assignment, they retained no authority over Mondragon’s possession of the premises and would not have been proper defendants in the unlawful detainer action. Their privity of estate with Robinson Properties was terminated when they executed the assignment, and they remained liable only under a privity of contract theory. Therefore, they are liable only for whatever damages stem from their breach ofthe contracts. Generally, the injured party in a breach of contract action is entitled to recovery of all damages that accrue naturally from the breach and entitled to be put into as good a pecuniary position as if the contract had been performed. Eastlake Const. Co. v. Hess, 102 Wn.2d 30, 39, 686 P.2d 465 (1984). Robinson Properties arguesthatthe lease and assignment madethe Sampsons liableforall damages stemming from Mondragon’s breach, It points to the language of the assignmentthat it contends supports this argument:

TheAssignmentspecificallyspeaksto the breadth and scope oftheAppellants’ liability: “Assignor(s) shall remain fully liable and responsible to the Lessor for fulfillment of all the obligations of the Assignor(s) under the Lease.” Based on this language, the Trial Court properly established that the Appellants are liable in contract for all damages caused to Robinson by Mondragon’s breach ofthe Lease.

-16-No. 79547-3-1/17

Under the lease, the Sampsons were obligated to pay the rent and charges due and return the premises in the same condition in which it was delivered. The language of the assignment makes clear that the Sampsons remained liable to Robinson Properties for fulfillment of their own responsibilities under the lease. However, this language does not, as Robinson Properties contends, make the Sampsons responsible for any and all damages stemming from their assignee’s breach ofcontract. Robinson Properties contends that this result was bargained forwhen the parties executed the assignmentand that it is entitled tothe benefit ofthat bargain, including the statutory double damages. But neither contract mentions the unlawful detainer statutes orthe possibility ofdouble damages during an unlawful detainer period. Robinson Properties is entitled to an award ofdamages against the Sampsons for all damages that accrue naturally from their own breach, not their assignee’s. The Sampsons should be made to put Robinson Properties in the same pecuniary position that it would have been in if the Sampsons had performed their own obligations under the contracts, not to answer for their assignee’s statutory unlawful detainer ofthe premises. Also, the purposes of the double damages statute, restitution of the premises to the owner and penalizing the tenant for refusal to surrender the property once the tenancy is terminated, are not served by passing double damages along to an assignor who did not have any right to possession of the premises. As noted above, Robinson Properties could not have proceeded against the Sampsons in unlawful detainer. Robinson Properties conceded at oral

- 17-No. 79547-3-1/18

argument that the Sampsons could not have brought an unlawful detainer action against Mondragon because they had assigned their right of possession. The Sampsons had no way to restore possession to Robinson Properties after Mondragon’s breach. The court erred in holding the Sampsons responsible for the statutory doubledamages imposed against Mondragon during the unlawful detainerperiod.5
B. Summary Judgment on Damages The Sampsons arguethatthetrial courterred in calculating damages based
on a documentthat included past-due and future rents forthree units ofthe leased premises when only one unitwas the subject ofthe lease. They contend thatthis calculation raised questions offactthat precluded summaryjudgment. In the Sampsons’ opposition to summary judgment on the issue of damages, they argued that double damages under the unlawful detainer statute
were inappropriateand disputed Robinson Properties’ calculation ofNNN charges. The Sampsons’ response also stated that “[t]he Plaintiff seeks $15,946.90 in damages for rent, triple net, utilities and late fees. The defendants are willing to agree to this amount of damages for rent, subject to clarification oftriple net, but not double damages given the argument made above.” This concession appears to reference the rent and charges due for the period of January 1, 2018 through May 31, 2018.

~ Because we find that the double damages were improperly imposed against the Sampsons, we do not reach the Sampsons’ argument, conceded in part by Robinson Properties, thatthe double damages were improperly calculated. -18-No. 79547-3-1/19

In an affidavit submitted with Robinson Properties’ reply, Robinson stated that the three-day notice “contained a balance of $13,824.85 rent due[,]” which “was a net balance due through January 1, 2018.” He stated this number again
as “[r]ents through January 1, 2018” later in the affidavit butdid not show howthis number was calculated. Robinson also incorporated by reference his four prior affidavits to the courtfiled January 24, 2018, February 5, 2018, April 5, 2018, and June 8,2018. In his affidavit dated April 5, 2018 and submitted with Robinson Properties’ motion forsummaryjudgment, Robinson explained the requested damages. The affidavit included a calculation ofthe rents, NNN charges, electric bills, and late fees due for the period of January 1, 2018 through May 31, 2018. He asserted that the “balance due as of January 1, 2018 was $13,824.85” and attached a statement purporting to show charges due through that date as an exhibit. The statement is dated January 12, 2018, but the last entry is an invoice dated December 1, 2017. That invoice appears to showa balance of$1 0,407.65 due by December 5, 2017. The document includes items labeled “500 RENT MONTHLY A6” and “500 NNN MONTHLYA6.” Robinson does not provide any explanation of howthe balance due as ofJanuary 1, 2018 was calculated. He also submitted as an exhibittothe affidavitthe orderon the show cause hearing in the unlawful detainer action, in which the court described the premises in question as suite A7, found that the Mondragons failed to pay rent between September2017 and January2018, and found the “total past due rent balance”to be $13,824.85. It does not detail howthis figure was calculated.

-19-No. 79547-3-1/20

Viewing theevidence inthe lightmostfavorabletothe Sampsons, Robinson Properties did not carry its burden to showthe absence ofan issue ofmaterial fact regarding damages. The apparent absence of a calculation of the rent and charges due through January 1, 2018 anywhere in the record is insufficient to establish the amount ofdamages owed. We vacate the order granting summary judgment on the issue ofdamages and remand fora newdamages order.
V. Award ofAttorney Fees and Costs The Sampsons also argue that the award of attorney fees and costs to Robinson Properties should be vacated. They contend that the court failed to conducta reasonableness inquiry or lodestaranalysis when calculating the award and included fees and costs that predated the Sampsons’ involvement in the dispute 6 Trial courts may award attorneyfees when a private agreement, a statute,
or a recognized ground ofequity authorizes such an award. Fisher Props., Inc. v. Arden-Mayfair, Inc., 106 Wn.2d 826, 849—50, 726 P.2d 8 (1986). Here, the lease provided that the Sampsons would be responsible for Robinson Properties’ reasonable attorney fees and costs stemming from nonpayment of rent or enforcement of the lease. The reasonableness of an award of attorney fees is reviewed forabuse ofdiscretion. Rettkowski v. Dep’t of Ecology, 128 Wn.2d 508,

6The Sampsonsarguethattheycannot be held liableforthefees and costs relating solely to the unlawful detainer action againstthe Mondragons. They do not cite any authority in support ofthis contention. ‘Passing treatment of an issue or lack of reasoned argument is insufficientto meritjudicial consideration.” Palmerv. Jensen, 81 Wn. App. 148, 153, 913 P.2d 413 (1996). We declineto considerthis issue.

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519, 910 P.2d 462 (1996). “The trial court abuses its discretion only when the exercise of its discretion is manifestly unreasonable.” k1. Generally, Washington follows the lodestar method of calculating reasonable attorney fees. Mahler v. Szucs, 135 Wn.2d 398, 433, 957 P.2d 632 (1998), overruled on othergrounds by Matsyukv. State Farm Fire & Cas. Co., 173 Wn.2d 643, 272 P.3d 802 (2012). The trial court determines the numberof hours reasonably expended in the litigation from documentation ofthe work performed and the category of attorney who performed the work. Bowers v. Transamerica Title Ins. Co., 100 Wn.2d 581, 597, 675 P.2d 193 (1983). The court may then adjustthis figure to reflect a number of otherfactors. j~ Due to the discretionary nature ofthis calculation, when a trial court awards attorneyfees, “it must supply findings of fact and conclusions of law sufficient to permit a reviewing court to determine whythe trial court awarded the amount in question.” SentinelC3, Inc. v. Hunt, 181 Wn.2d 127, 144, 331 P.3d 40 (2014). Here, the court did not enter separate findings of fact and conclusions of law regarding the award of attorney fees and costs, but included a finding in the order granting summaryjudgment on damages that “[t]he sum of $17,702.30 in attorney’s fees and $578.00 in costs are reasonable sums.” The court stated that itconsidered the December31, 2018 affidavitof Robinson Properties’ counsel with the motion for summary judgment. In the affidavit, the attorney described the hourly rates forthe one attorney and one paralegal on the case thatwere used to calculate the requested amount ofattorneyfees and attached an exhibit showing billing statements for the case. The billing statements detail the work that was

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performed, who performed each task, the applicable billing rate, and the time spent. The affidavit of plaintiff’s counsel appears to have properly supplied the court with the information necessary to calculate the lodestar and the Sampsons do not appearto have challenged this calculation below. The trial court did not abuse its discretion in finding the unchallenged fee calculation reasonable. Even though we are vacating the award for damages, we find no error as to the court’s findings offactand conclusions of lawwith respectto the award madeforattorney fees. The Sampsons have not presented us with any challenges to the record before the court to demonstrate that its finding was improper. On remand, the court may reach a different result in light ofthe conclusions in this opinion.
VI. Attorney Fees and Costs on Appeal The Sampsonsand Robinson Properties each contend thattheyareentitled to attorneyfees and costs on appeal under RAP 18.1 and section 52 ofthe lease. “Reasonable attorneyfees are recoverable on appeal ifallowed bystatute, rule, or contract”and properly requested under RAP 18.1. In re Guardianship ofWells, 150 Wn. App. 491, 503, 208 P.3d 1126 (2009). Ifthe applicable lawgrants a partythe right to recover reasonable attorney fees and costs on review, the party must devote a section of its opening briefto the requestforfees and costs. RAP 18.1. The prevailing party in an action to enforce a contractorleasethat contains
a provision forattorneyfees and costs is entitled to reasonable attorney fees and costs, regardless ofwhetherthe prevailing party isthe partyspecified in the lease. RCW4.84.330. The “prevailing party” isthe party in whose favorfinaljudgment is

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rendered. ki. When neither party wholly prevails, the party that substantially prevails on its claims is considered the prevailing party. Peterson v. Koester, 122 Wn. App. 351, 364, 92 P.3d 780 (2004). If neitherpartysubstantially prevails, the appellate court may decline to award attorneyfees and costs on appeal. j~ Section 52 ofthe lease provides for an award of reasonable attorney fees and costs incurred in enforcing or construing the lease. Both parties devote a section of their initial briefs to the request for fees and costs. Because the Sampsons prevailed on the issues ofAngela’s individual liability and the order of damages, they appear to be the substantially prevailing party on appeal. We award attorney fees and costs on appeal to the Sampsons in an amount to be determined by a commissioner ofthis court in accordancewith RAP 18.1. We affirm in part, reverse the order granting summary judgment as to damages, and remand to amend orders and judgment by removing any indicia of individual liability as to Angela Sampson and for further proceedings consistent with this opinion. 

# F A! WE CONCUR: 

# a

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