## mtm-2 AH 19=05

IN THE COURT OFAPPEALS OF THE STATE OF WASHINGTON

ROBERTA. BURKE, an individual; TIMBERLINE HOMES, LLC, a 

### Washington limited liabilitycompany; Plaintiffs, and INNERSPACE, LLC, a Washington 

### limited liabilitycompany (now known as INNERSPACE FLOOR COVERINGS, 

### INC, a Washington corporation), and JOHN DOE companies 1-15, Appellants,

JANET HILL, an individual, Respondent,
and ALLEN LOUN, an individual, Defendant. No. 71500-3-1 DIVISION ONE

PUBLISHED OPINION FILED: November 2, 2015



### Lau, J. —Innerspace Floor Coverings Inc. (Innerspace) appeals the trialcourt's 

### orderon summaryjudgmentdismissing a lawsuitagainst its former attorney, Janet Hill.No. 71500-3-1/2 

### This case presents the question ofwhetheran administratively dissolved corporation must reinstate to maintain an action. Underthe circumstances presented inthis case,
we conclude no authority mandates corporate reinstatement inorderto maintain an action. We reverse the trial court's ordergranting summaryjudgmentdismissing Innerspace's lawsuit. FACTS 

### The material facts are not disputed.1 This case involvesthe question ofwhether

a lawsuitcommenced by a corporation administratively dissolved under RCW 23B. 14.200(1) and (2) abates unless the corporation applies for reinstatementwithin 

### fiveyears afterthe effective date ofdissolution. In 1998, David Gillette and Adam Loun operated a flooring business underthe



### name Innerspace LLC. Janet Hill acted as the LLC's attorney. In2005, the secretary ofstate administrativelydissolved Innerspace LLCbased on failure to file its annual reportand pay its licensing fee. Gillette and Loun 

### incorporated a new entity named Innerspace FloorCoverings Inc. (Innerspace), and continued doing business underthat name. Hill continued on as Innerspace Inc.'s attorney. 

### On August 1, 2008, the secretary ofstate administrativelydissolved Innerspace 

### Inc., for failing to file its annual report and pay its licensing fee. 

### OnJanuary 12, 2012, Innerspace Inc. sued Hill and Loun2 inKing County SuperiorCourtalleging various claims. On August 1, 2013, the five-year statutory

1The parties agree this appeal involves issues of law not facts. 2Loun is not a partyto the presentappeal. -2-No. 71500-3-1/3 

### period to apply for reinstatementexpired. Neither Gillette or Loun applied to the secretary of state to reinstate the corporation at any time. 

### On October25, 2013, Hill moved for summaryjudgment requesting dismissal of Innerspace's claims. She asserted that Innerspace's failure to apply for reinstatement ofthe corporation during RCW 23B.14.220's five-year reinstatement period rendered it irrevocably dissolved and without standing to maintain an action. On December 27, 2013, the trial court granted Hill's summaryjudgment motion, 

### concluding that "a dissolved corporation that has not been reinstated within five years of dissolution [lacks] standing to maintain an action." Clerk's Papers (CP) at 910-15. Innerspace appeals. ANALYSIS Innerspace contends that the plain text ofWashington's postdissolution statute, RCW 23B.14.050, imposes no reinstatement requirement on a corporation 

### administratively dissolved inorderto maintain a lawsuit in its corporate name. Hill contends that no statute allows Innerspace's lawsuit afterthe expiration of 

### the reinstatement period without reinstating the corporation. She argues "lawsuits abate without corporate reinstatement underthe common law." Br. ofResp't at 25. Review of a grant ofsummaryjudgment is de novo. Lakev v. Puget Sound Energy, Inc., 176Wn.2d 909, 922, 296 P.3d 860 (2013). Summaryjudgmentis properly 

### granted ifthere is no genuine issue as to any material fact and the moving party is entitled tojudgmentas a matter of law. CR 56(c); Lakev, 176Wn.2d at 922.No. 71500-3-1/4 Washington Business Corporation Act—Chapter 23B RCW "Atcommon law, when a corporation dissolved itceased to existfor all purposes and therefore could not sue or be sued." Ballard Sguare Condo. Owners Ass'n v. 

### Dynasty Const. Co.. 158Wn.2d 603, 609, 146 P.3d 914 (2006). Common law largely governed Washington corporation law until statutory enactments substantially altered
that law. In 1965, the Washington Legislature enacted the Washington Business 

### Corporation Act (WBCA), Laws of 1965, ch. 53, which was based mostly on the national Model Business Corporation Act. In 1984, the national Model Business Corporation Actwas revised in response to 

### comments from throughoutthe country. In 1989, theWashington Legislature substantially revised the WBCA, Laws of 1989, ch. 165, to incorporate many provisions ofthe national 1984 Revised Model Business Corporation Act. 

### The WBCA governs a wide range ofcorporate matters including incorporation, the powers and purposes ofcorporations, creation and distribution ofshares, mergers and acquisitions, sale of assets, and dissolution. See Title 23B. Corporate Dissolution—Chapter 23B.14 RCW Underthe WBCA, the secretary ofstate may administratively dissolve a corporation for failure to pay license fees or penalties when they become due. RCW 

### 23B.14.200.3 Following administrative dissolution, a corporation may applyto the

3The secretary ofstate may administratively dissolve a corporation under RCW23B.14.210if: (1) The corporation does not pay any license fees or penalties, imposed by this title, when they become due;No. 71500-3-1/5 

### secretary ofstate for reinstatementwithin five years from the date ofdissolution. RCW 

### 23B.14.220.4 Ifreinstatement is granted, itrelates backto the effective date of the administrative dissolution, and the corporation carries on as ifthe administrative 

### dissolution had neveroccurred. RCW23B.14.220(3).5 Once dissolved, a corporation continues its existence but may only engage in activities necessary to winding up and liquidating its business and affairs. RCW 

### 23B.14.210(3).6 Generally, winding up includes the collection ofassets, disposing of assets, satisfaction of liabilities, and the distribution ofproperty to shareholders. See RCW 23B.15.050(1 )(a)-(e). Corporate dissolution does not preventthe commencement of a proceeding by or 

### againsta corporation in its corporate name. RCW23B.14.050(2)(e).7 Nordoes itabate

(2) The corporation does not deliver its completed initial report or annual report to the secretary ofstate when it is due; RCW23B.14.200. 

### 4 (1) Acorporation administratively dissolved under RCW23B.14.210 may apply to the secretary of state within five years afterthe effective date ofdissolution. RCW23B.14.220. 5 When the reinstatement is effective, itrelates backto and takes effect as ofthe effective date ofthe administrative dissolution and the corporation resumes carrying on its business as ifthe administrative dissolution had never occurred. RCW23B.14.220(3). 

### 6 Acorporation administratively dissolved continues itscorporate existence but may not carry on any business exceptthat necessary to wind up and liquidate its business and affairs in a mannerconsistentwith RCW23B.14.050. RCW23B.14.210(3). 

### 7 (2) Except as otherwise provided in this chapter, dissolution of a corporation does not: (e) Prevent commencement of a proceeding by or againstthe corporation in its corporate name. RCW23B.14.050(2)(e).

-5-No. 71500-3-1/6



### or suspend a proceeding pending by or againstthe corporation on the effective date of 

### dissolution. RCW 23B.14.050(2)(f).8 All state corporation statutes allow forthe survival ofclaims for a setperiod of time following dissolution. 16AWilliamMeade Fletcher&CarolA. Jones, Fletcher 

### Cyclopediaofthe LawofCorporations § 8113 (perm, ed., rev. vol. 2012). Most states have enacted provisions permitting a corporation to sue and be sued as partof theirwinding up activities. Ballard Sguare, 158 Wn.2d at 609. Legislatures similarly passed provisions, known as survival statutes, which permit suits by and against a corporation for a limited amount oftime. Ballard Sguare, 158 Wn.2d at 609. Survival Statute—RCW 23B. 14.340 In 1965, Washington enacted a survival statute as part oftheWBCA, then 

### codified at Title 23A RCW. Ballard Sguare. 158Wn.2d at 609. That statute provided 

### thatdissolution did not "take away" or "impair"preexisting claims "availableto oragainst such corporation," but required allclaims be filed within two years ofdissolution. Former RCW 23A.28.250 (1967). 

### In 1989, the legislature repealed former Title 23A RCW and adopted the Revised 

### Model Business Corporations Act. Laws of 1989, ch. 165, § 204 (effective July 1, 1990). The legislature adopted the entire text offormer RCW 23A.28.250 without 

### revision, "pending study by [Revised Model Act] drafters." 2 SenateJournal, 51st Leg., Reg. Sess., at 3098-99 (Wash. 1989). Shortly afterthe study's completion, the



### 8 (2) Except as otherwise provided in this chapter, dissolution of a corporation does not: (f)Abate or suspend a proceeding pending by or against the corporation on the effective date ofdissolution. RCW23B.14.050(2)(f). -6-No. 71500-3-1/7 

### legislature revised the survival statute by deleting language concerning actions by and prosecuted by the corporation and two other sentences related to denominating directors as trustees ofcorporate property and empowering directors, officers and shareholders to take actions to protectthe corporation. Laws of 1990, ch. 178 § 6 (effective July 1, 1990). 

### In2006, the legislature amended the survival statuteto increase the period for filingclaims from two to three years. Laws of2006, ch. 52, § 17. Postdissolution Statute—RCW 23B.14.0509 The "postdissolution statute," "describes ingeneral the consequences of 

### dissolution." [RCW 23B.14.050(1)] "explains the limited business role of a corporation upon dissolution, i.e., the carrying on of limited business activities necessary to wind up and liquidate. The second subsection identifies things that dissolution did not alteror 

### bring about." Ballard Sguare, 158Wn.2d at 613. The postdissolution provision provides in relevant part: Effect ofdissolution. (1) A dissolved corporation continues its corporate existence butmay not 

### carry on any business exceptthat appropriate to wind up and liquidate its business affairs, including: 

### (2) Except as otherwise provided inthis chapter, dissolution of a corporation does not: 

### (e) Preventcommencementof a proceeding by or againstthe corporation in its corporate name. (f)Abate or suspend a proceeding pending by or against the corporation on the effective date ofdissolution

. . .

9This statute is entitled, "Effectofdissolution." The parties' briefs and case 

### authority referto itas "the postdissolution statute." For consistency, the opinion adopts this term when referring to the "Effectofdissolution" statute.No. 71500-3-1/8 

### RCW23B.14.050 (emphasis added) (2006). The original WBCAenacted in 1965 contained no analogous provision. The original version ofthe postdissolution statute was enacted with Washington's adoption ofthe Revised Model Business 

### Corporations Act in 1989. Laws of 1989, ch. 165, § 158. 

### "Once dissolved, the corporation 'continues itscorporate existence but may not carry on any business exceptthat necessary to wind up and liquidate its business affairs under RCW 23B.14.050 and notify claimants under RCW 23B.14.060.' RCW 23B.14.210(3)." Eguipto Div. Aurora Eguip. Co. v. Yarmouth. 134Wn.2d 356, 362, 950 P.2d451 (1998). 

### In2006, the legislature revised this statute by adding a new section (3) to clarify procedures that a board of directors can take as to creditors claims. The revisions also 

### added the phrase underscored and quoted above, "Exceptas otherwise provided in this 

### chapter." Laws of2006, ch. 52, § 8(2). The original 1989text read, "Dissolution of a corporation does not:" Laws of2006, ch. 52, § 8(2). Corporate Act Revision Committee (CARC) ofthe Washington State Bar Association 

### In 1975, CARC was formed "forthe purpose ofseeking to improveWashington's business corporation laws" mainly by offering recommendations for amendments to the Model Business Corporations Act, other states' corporate laws, and commenting on proposed amendments to Washington business corporation statutes. Corp. Act Revision Comm., Wash. State BarAss'n, Washington Business CorporationAct 

### (RCW23B) Sourcebook intro. and explanatory notes (4th ed. 2012) (Sourcebook). As explained inthe Sourcebook, "CARC's most ambitious success in its history was its drafting, and involvement inconnection with the adoption, ofthe currentWashington

-8-No. 71500-3-1/9 

### Business Corporation Act, RCW 23B, which theWashington Legislature adopted in 1989. CARC has since drafted, and testified on behalfofthe WSBA before the legislature with respectto, numerous amendments to RCW 23B." Sourcebook, intro. and explanatory notes. "When the [legislature enacted the WBCA, itconsidered comments to the 

### legislation which had been prepared by [CARC] ofthe Washington State Bar Association. Those comments are included inthe SenateJournal, 51st Leg., 2977- 3112 (1989), and are indicative oflegislative intent. See Dioxin/Organochlorine Ctr. v. 

### Pollution Control Hrg's Bd.. 131 Wn.2d 345, 358, 932 P.2d 158 (1997) (a commission's final report on proposed legislation, which was submitted to the legislature with the bill, contributes to an understanding oflegislative intent)." Yarmouth, 134Wn.2d at 366-67. Statutory Interpretation Questions ofstatutory interpretation are questions of law. Bostain v. Food Exp., Inc.. 159 Wn.2d 700, 708, 153 P.3d 846 (2007). This court reviews questions of law and summaryjudgment rulings de novo. Lyons v. U.S. Bank Nat'l. Ass'n, 181 Wn.2d 775, 783, 336 P.3d 1142 (2014). When interpreting a statute, courts examine the plain language ofthe statute and related statutes to discern the plain meaning. Dep't of Ecology v. Campbell &Gwinn, LLC, 146Wn.2d 1, 11, 43 P.3d 43 P.3d 4 (2002); HomeStreet, Inc. v. Dep't of Revenue, 166 Wn.2d 444, 451, 210 P.3d 297 (2009). Ifthe plain language is subjectto only one interpretation, the inquiry ends because plain language does not require construction. HomeStreet, 166Wn.2d at451. Whenever possible, statutes are to be read togetherto achieve a "'harmonious total statutory scheme

. . . which maintains the

-9-No. 71500-3-1/10 

### integrity ofthe respective statutes.'" Employco Pers. Servs., Inc. v. City ofSeattle, 117 Wn.2d 606, 614, 817 P.2d 1373 (1991). An interpretation that reads language in isolation is too limited and fails to apply this rule. Jongeward v. BNSF Ry., 174Wn.2d 586, 595, 278 P.3d 157 (2012). The construction oftwo statutes shall be made with the assumption thatthe legislature does not intend to create an inconsistency. State v. Bash, 130Wn.2d 594, 602, 925 P.2d 978 (1996). Innerspace contends that "[n]othing in chapter 23B requires reinstatement as a 

### condition ofmaintaining a lawsuit." Br. ofAppellant at 13-14. Innerspace asserts that RCW 23B.14.050(2)(e), the postdissolution statute, "provides that dissolution does not '[p]revent commencement of a proceeding by or againstthe corporation.' (emphasis added). TheWashington legislature established no deadline for the conclusion of lawsuits by dissolved corporations." Br. ofAppellant at 13. Innerspace argues thatthe 

### expiration ofthe period for reinstatement has no effecton a pending lawsuit. Hill argues that "no statute allows Innerspace to maintain a lawsuit afterthe reinstatement period expires without reinstating the corporation." Br. of Resp't at 23. She concludes that "[a]t common law, all suits against a corporation abated on 

### dissolution" and "[w]here the statute is silent, the common law applies. . ." Br. ofResp't
at 16, 26. In Ballard Sguare, the Washington Supreme Court addressed whether a postdissolution suit against an administratively dissolved corporation "[is] not addressed 

### bychapter23B.14 RCW and therefore the common lawapplies."10 Ballard Sguare,

10 Ballard Sguare involved the pre-2006 statutory scheme. Butthatfact does not alter ouranalysis inthe present case for the reasons discussed inthis opinion. -10-No. 71500-3-1/11 

### 158 Wn.2d at608. The Ballard Square Condominium Homeowners Association sued developer Dynasty postdissolution for damages caused by water leaks. Like Hill, inthe presentcase, Dynasty argued thatthe common law rule that all claims died upon corporate dissolution applied to the Association's claims. The Supreme Court rejected 

### Dynasty's argument, reasoning WBCA's statutory scheme has displaced the common law rule that equates corporate dissolution to corporate death: [T]he Association correctly maintains thatthe statutes inthe Washington Business Corporation Act have replaced the common law rule in its entirety. The statutory scheme shows the legislature's intentthat claims arising after dissolution are not absolutely barred, unlike the harsh common law rule. The enactment ofchapter23B. 14 RCW included RCW23B.14.050(2)(e), which showed the legislature's intentto cut any remaining ties to the common law rule that all claims against a corporation died upon dissolution ofthe corporation. RCW 23B.14.050, as itexisted when this action was commenced, stated in it its entirety: (1) A dissolved corporation continues its corporate existence but may not carry on any business exceptthat appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties thatwillnot be distributed in kind to its shareholders; 

### (c) Discharging or making provision for discharging its liabilities; (d) Distributing its remaining property among its 

### shareholders according to their interests; and (e) Doing every other act necessary to wind up and liquidate its business and affairs. (2) Dissolution of a corporation does not: (a)Transfertitle to the corporation's property;

-11-No. 71500-3-1/12 (b) Preventtransfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (c) Subject its directors or officers to standards ofconduct differentfrom those prescribed in chapter23B.08 RCW; (d) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (e) Prevent commencement of a proceeding by or against the corporation in its corporate name; (f)Abate or suspend a proceeding pending by or againstthe corporation on the effective date ofdissolution; or (g) Terminate the authority ofthe registered agent ofthe corporation. Ballard Sguare, 158 Wn.2d at 610-11 (quoting RCW 23B.14.050). 

### The court examined the plain language ofRCW 23B. 14.050(1) and (2) to determine the intended meaning ofthe statutes. The court noted that RCW 23B.14.050(1) states that a "dissolved corporation continues its corporate existence," butexpressly limits that existence to doing business that is "'appropriate to wind up and 

### liquidate [the corporation's] business and affairs.'" Ballard Sguare, 158Wn.2d at 612 (quoting RCW 23B.14.050(1)) (alteration in Ballard Sguare). Wind up and liquidation activities are listed and include a broad array of related activities such as collecting assets and "doing every other act necessary to wind up and liquidate its business and affairs." Ballard Sguare, 158 Wn.2d at 611 (RCW23B.14.050(1)(a) and (e)). As to RCW 23B. 15.050(2), the court noted this statute makes no mention of winding up but describes "events and actions thatwere not brought about and not barred by dissolution . . . ." Ballard Sguare, 158 Wn.2d at 613.

-12-No. 71500-3-1/13 

### Inshort, [RCW 23B. 14.050] describes ingeneral the consequences of dissolution. [RCW23B.050(1)] explains the limited business role of a corporation upon dissolution, i.e., the carrying on of limited business activities necessary to wind up and liquidate. [RCW23B. 14.050(2)] identifies things thatdissolution did not alteror bring about. The plain language of [RCW 23B.14.050(2)(e)] permitted any suitto be brought by or againstthe corporation regardless ofdissolution, and the 

### plain language ofboth subsections shows thatthe introductory language in subsection (1) limiting activities to winding up and liquidating does not limitsubsection [RCW 23B.14.050(2)(e)]. Ballard Sguare. 158 Wn.2d at 613. The court concluded that the plain language of RCW 23B.14.050(2)(e) "permitted any suitto be brought by or againstthe corporation regardless ofdissolution . . . ." Ballard Sguare, 158 Wn.2d at 613 (emphasis added). "Underformer chapter23B.14 RCW as itexisted when the Association commenced this action, a postdissolution action could be maintained against a dissolved corporation provided itwas commenced within the statute oflimitations " Ballard Sguare. 158 Wn.2d at 618. The court held that 2006 amendments to the survival statute, RCW 23B. 14.340, applied retroactively to barthe Association's lawsuit. That statute provides for a two year statute of limitations for postdissolution actions against a dissolved corporation that dissolved priorto the effective date ofthe 2006 amendments. 

### The court observed that even ifan ambiguity existed overthe meaning of RCW 

### 23B. 14.050, legislative intent supported its conclusion. Itturned to the CARC official comments on the legislative history ofthis statute to further support its conclusion: Ifwe were to conclude that ambiguity did exist as to the meaning of RCW 23B.14.050(2)(e), and therefore looked to legislative history, our reading ofthe statute would be confirmed. The official comments to chapter 23B.14 RCW atthe time ofenactment explain that RCW 23B.14.050(2) makes clear that

-13-No. 71500-3-1/14 

### chapter 14 dissolution does not have any ofthe characteristics ofcommon law dissolution, which treated corporate dissolution as analogous to the death of a natural person and abated lawsuits, vested equitable title to 

### corporate property inthe shareholders, imposed the fiduciary duty ofthe trustees on the directors, who had custody ofcorporate assets, and 

### revoked the authority ofthe registered agent. [RCW23B. 14.050(2)] expressly reverses all ofthese common law attributes ofdissolution and makes clearthatthe rights, powers, and duties ofshareholders, the directors, and the registered agent are not affected at dissolution and that suits by or against the corporation are not affected in any way. 

### Ballard Sguare. 158 Wn.2d at614 n.7 (citing SenateJournal, 51st Leg., Reg. Sess., 

### App. at 3095 (Wash. 1989) (alteration and emphasis in Ballard Sguare)).11 Hill contends that in 1990 the legislature amended the survival statute, RCW 23B. 14.340, "to delete the provision allowing suits by dissolved corporations, thereby stripping a dissolved corporation of its right to affirmatively bring suit." Br. of Resp't at 18. It is true that among otherchanges to the survival statute, the legislature arguably 

### eliminated suits bydissolved corporations.12 Hill overstates the effect of this
amendment. The dissolution of a corporation.

. .shall not take away or impair any remedy available ((to-Gf)) against such corporation.

. .for any right or claim existing, or any liability incurred, priorto such dissolution ifaction or other proceeding thereon is commenced within two years afterthe date ofsuch dissolution. ((The directors of any such corporation shall hold title to the 

### property ofthe corporation as trustees for the benefit of its creditors and shareholders.)) Any such action or proceeding ((by or)) againstthe corporation may be ((prosecuted or)) defended by the corporation in its corporate name. ((The shareholders, directors, and officers shall have



### 11 "Ifa statute is ambiguous, we may look to the legislative history of the statute and the circumstances surrounding its enactmentto determine legislative intent." Five Corners Family Farmers v. State, 173 Wn.2d 296, 305-06, 268 P.3d 892 (2011) (internal quotations omitted). Hill does not contend that any statutes at issue here are ambiguous. Even ifwe assume ambiguity exits, the legislative history ofthe postdissolution statutes do not support Hill's arguments. 

### 12At oral argument, Hill was unable to provide us withany authority limiting a dissolved corporation's ability to maintain a suit. -14-No. 71500-3-1/15
powerto take such corporate or otheraction as shall be appropriate to protect such remedy, right, or claim.)) 

### Laws of 1990, ch. 178, § 6, at 1099 (effective July 1,1990). Hill points to the Bill Digestfor SSB 6389 (1990), related to the 1990 survival statute amendment, which states that "[aprmative causes of action do not survive dissolution; however, dissolved corporations retain the right to defend actions." CP at 1458-59; Br. of Resp't at 19. Hill claims this legislative history shows dissolved corporations lacked authority to initiate lawsuits since 1990. We disagree. The 2006 survival statute's plain language applies only to suits against a corporation. Nothing inthe survival statute prohibits suits by the corporation. Hill's interpretation also conflicts with the CARC official comments on the 1990 survival statute amendment. According to CARC, the amendment's purpose was to eliminate conflicts with RCW 23B.14.050, the postdissolution statute. Section 14.34 [the survival statute RCW 23B.14.340] as enacted in 1989 conflicted with the rights that a dissolved corporation has under RCW 23B.14.050 [postdissolution statute] after articles ofdissolution have been filed. Thus, the section was amended to delete language concerning actions by the corporation. Two other sentences in the old law and in proposed section 14.34 [survival statute] (relating to denominating directors as trustees ofcorporate property, and empowering directors, officers and shareholders to take actions to protectthe corporation) were deleted as restatements of provisions in RCW 23B. 14.050 [postdissolution statute]. Sourcebook, RCW 23B. 14.340 CARC cmt. at 14.340-2 (commentary to Amendments to Original Section, Laws of 1990, ch. 178, § 6) (emphasis added). Hill's survival statute argument adds language to the survival statute inthe guise ofinterpretation. We decline to rewrite unambiguous statutory language underthe guise ofinterpretation. Cerrillo v. Esparza, 158 Wn.2d 194, 201, 142 P.3d 155 (2006).

-15-No. 71500-3-1/16 

### Similarly, we "must not add words where the legislature has chosen not to include them." Rest. Dev., Inc. v. Cananwill, Inc.. 150Wn.2d 674, 682, 80 P.3d 598 (2003). Instead, we construe statutes assuming thatthe legislature meantexactly what itsaid. In re Marriage of Herridge. 169 Wn. App. 290, 297, 279 P.3d 956 (2012). Further, to adopt Hill's interpretation renders the current version of RCW 

### 23B.14.050(1) and (2)(e) meaningless.13 Yarmouth. 134Wn.2d at 365 ("acorporation's existence does continue after dissolution, albeit in a very narrow, restricted sense. A dissolved corporation continues its existence so as to wind up business affairs, but it is 

### prohibited from conducting any otherbusiness."). Itwould be absurd for the legislature to authorize a postdissolution lawsuit "bythe corporation" and simultaneously barthat lawsuit underthe survival statute. We avoid absurd results in statutory interpretation. State v. Alvarado, 164 Wn.2d 556, 562, 192 P.3d 345 (2008). 

### Innerspace relies on Donlin v. Murphy, 174Wn. App. 288, 300 P.3d 424 (2013). In Donlin. we addressed whether underthe WBCA, Title 23B RCW, shareholder standing to assert derivative claims survives administrative dissolution ofthe 

### corporation.14 Afterconsidering the WBCA's legislative history, we concluded that, "Underthe WBCA, Donlin's derivative action—in essence, a suit by the corporation—

was not affected in any way by the administrative dissolution ofGIS." Donlin, 174Wn. App. at 299.



### 13 Hill does not dispute that Innerspace's lawsuit falls withinthe business of winding up to collect assets, regardless ofthe lawsuit's merit. 

### 14 "Aderivative suit permits a shareholderto sue a third party on behalfof a corporation, even though management is a function generally reserved to the corporation's officers and directors." Donlin, 174Wn. App. at 297. -16-No. 71500-3-1/17 Relying on the plain text of RCW 23B. 14.050(1), the postdissolution statute, we concluded that, "[t]he administrative dissolution of a corporation does notterminate 

### corporate existence for all purposes. UndertheWBCA, an administratively dissolved corporation continues to exist and may carry on business necessary and appropriate to wind up and liquidate its affairs." Donlin, 174 Wn. App. at 298. We also determined that under RCW 23B.14.050(2)(f)'s plain meaning, a lawsuit did not "abate or suspend a proceeding pending by or against the corporation on the effective date ofdissolution." Donlin, 174 Wn. App. at 298 (quoting RCW 23B.14.050(2)(f)). In Donlin, we looked to the WBCA's legislative history related to the postdissolution statute. Based on this history we determined that, "[t]he WBCA's legislative history reinforces the conclusion that 'dissolution' has a special statutory meaning. Underthe statute, 'corporate dissolution' should not be equated with 

### 'corporate death'":15 Proposed subsection 14.05(a) [now codified at RCW 23B. 14.050(1)] provides that dissolution does not terminate the corporate existence but simply requires the corporation thereafterto devote itselfto winding up its affairs and liquidating its assets; afterdissolution, the corporation may not carry on its business except as may be appropriate for winding-up. The Proposed Act uses the term "dissolution" inthe specialized sense described above and not to describe the final step inthe liquidation ofthe corporate business. This is made clear by Proposed subsection 14.05(b) [now codified at RCW 23B.14.050(2) ], which provides that chapter 14 dissolution does not have any ofthe characteristics ofcommon law dissolution, which treated corporate dissolution as analogous to the death of a natural person and abated lawsuits, vested equitable title to corporate property inthe shareholders, imposed the fiduciary duty oftrustees on directors who had custody ofcorporate assets, and revoked the authority ofthe registered agent. Proposed subsection 14.05(b) expressly reserves 

### 15 Hill's briefing fails to address Donlin. -17-No. 71500-3-1/18 

### all ofthese common law attributes and makes clearthatthe rights, powers, and duties ofshareholders, the directors, and the registered agent are not affected by dissolution and that suits by or against the corporation are not affected in any way. Donlin, 174Wn. App. at 299 (quoting SenateJournal, 51st Leg., Reg. Sess., at 3095 (1989) (Wash. 1989)). We are not persuaded by Hill's reliance on the reinstatement statute, RCW 23B.14.220. She treats the five-year reinstatementprovision as the equivalentof a statute oflimitations. Hill argues that Innerspace's lawsuit is time-barred because it 

### failed to reinstate following administrative dissolution. RCW 23B. 14.220 provides in relevant part: 

### (1) Acorporation administratively dissolved

. . . may apply to the secretary of state for reinstatementwithin five years afterthe effective date ofdissolution. (3) When the reinstatement is effective, itrelates backto and takes effect as of the effective date ofthe administrative dissolution and the corporation resumes carrying on its business as ifthe administrative dissolution had neveroccurred. RCW23B.14.220. 

### To support her argument, Hill analogizes to the limited liabilitycompany (LLC) 

### statutes and LLC case authority.16 The comparison is inapt. LLCsare governed by an entirely dissimilar statutory scheme, chapter25.15 RCW. Hill does not dispute that Innerspace's administrative dissolution is governed entirely by the corporate 

### postdissolution statute, chapter 23B.14 RCW. Thus, her reliance on LLCcase authority is equally misplaced. The plain text ofthe corporate dissolution statutes controls here.

16Hill relies on Maple Court Seattle Condo. Ass'n v. Roosevelt. LLC. 139 Wn. 

### App. 257, 160 P.3d 1068 (2007), and Chadwick Farms Owners Ass'n v. FHC, LLC 166 Wn.2d 178, 207 P.3d 1251 (2009). Both cases involve administratively dissolved LLCs. Neither case controls. -18-No. 71500-3-1/19 

### Hill identifies no statutory language or controlling authority to support her 

### reinstatementperiod assertion.17 We generally do not considerarguments that are unsupported by pertinent authority. Cowiche Canyon Conservancy v. Bosley, 118 

### Wn.2d 801, 809, 828 P.2d 549 (1992). Where no authorities are cited, the court may

assume that counsel, afterdiligent search, has found none. Grant County v. Bohne, 89 

### Wn.2d 953, 958, 577 P.2d 138 (1978).18 Hill also relies on the common law rule—corporate dissolution means corporate 

### death. Ballard Square, Donlin, and the plain language ofthe corporate dissolution statute, chapter23B.14 RCW discussed above, control—notthe common law rule.



### 17At oralargumentto this court, we specificallyasked Hill's counsel whether any authority supported herreinstatement period argument. She identified no controlling case authority or statute. Neitherthe plain text ofthe dissolution statute orthe 

### reinstatement statute can be read to require a dissolved corporation to reinstate before expiration ofthe five-year period to maintain an action. 18Hill also asserts: The 2006 legislature added a proviso to RCW23B. 14.050(2) that makes 

### the limitation ofRCW 23B. 14.340 explicit: "Except as otherwise provided inthis chapter, dissolution of a corporation does not...(e) Prevent commencement of a proceeding by or againstthe corporation in its 

### corporate name." RCW 23B.14.050(2) (emphasis added). Following the Supreme Court's reasoning in Ballard Sguare, the survival statute limits RCW 23B.14.050(2)(e), prohibiting suits by a dissolved corporation. The exception in RCW 23B. 14.340 has swallowed the rule in RCW 23B.14.050(2)(e). Ifthe survival statute did not bar suits by dissolved 

### corporations, and ifRCW 23B.14.050(2)(e) allowed this lawsuit, then a policy issue arises. Creditors ofthe dissolved corporation and persons injured by its tortious activity would receive less favorable treatment by the survival statute than the corporation receives. Br. of Resp't at 21. These unsupported assertions are unclear and confusing. Ifwe assume Hill means thatthe survival statute's limitation period applies to RCW 23B. 14.050(1) and (2), she is wrong. Hill also misstates the "reasoning in Ballard Square" and fails to provide a citation. Finally, nothing inthe legislative history of RCW 23B. 14.340 or RCW 23B.14.050 provides supportfor Hill's assertions. We decline to address Hill's policy arguments. Those arguments are more appropriately directed to the legislature notthe court. -19-No. 71500-3-1/20
CONCLUSION1920 

### We conclude that underthe facts presented, no authority mandates Innerspace,

an administratively dissolved corporation under RCW 23B. 14.210, to reinstate inorder 

### to maintain this lawsuit. We reverse the ordergranting summaryjudgmentofdismissal and remand with instructions to reinstate Innerspace's lawsuit consistentwith this opinion.

WE CONCUR: 

# y(L*shQ9o<qv19 Innerspace assigns error to the trialcourt's dismissal on summaryjudgmentof its civilconspiracy claim related to a competitorcalled Finishing Touch. Innerspace appeals from two orders: an October27, 2013 order on partial summaryjudgment and a December27, 2013 orderdismissing all remaining claims. Neitherorder addresses the Finishing Touch lawsuit. Under RAP 5.3(a)(3), a party seeking appellate review must "designatethe decision or partofdecision which the party wants reviewed." Ingeneral, we willnot review an orderthatwas notdesignated inthe notice ofappeal. RAP 2.4(a); Right-Price Recreation, LLC v. Connells Prairie Cmty. Council, 146 Wn.2d 370, 378, 46 P.3d 789 (2002). Hill's briefraises this issue, but Innerspacefails to address it in reply. We decline to review this assignment oferror. 

### 20 In its notice ofappeal, Innerspace appealed the trialcourt's October27 order on summaryjudgment. Its assignments oferror, however, only address the trial court's December27 orderdismissing all remaining claims. Innerspace's second assignment oferror regarding its civilconspiracy claim, as described infootnote 3, is not properly before us. Accordingly, Innerspace waived its appeal by failing to assign error or include argument relating to any portion ofthe October 27 order. RAP 10.3(a)(5); Cowiche Canyon Conservancy v. Bosley. 118 Wn.2d 801, 809, 828 P.2d 549 (1992). -20-