### FILED 

# COURTOFAPPEALS DIVISION r1 2D

### 15

### NNAY 

### 19 

### MI 014 STA IN THE COURT OF APPEALS OF THE STATE OF WASHI BY DIVISION II NORTHWEST CASCADE, INC., a Washington corporation,

Respondents /

Cross - Appellants,

v. UNIQUE CONSTRUCTION, INC., a Washington corporation; TEMPORAL FUNDING, LLC, a Washington Limited Liability Company; the WILLIAM K. and MARION L. LLLP; and SAHARA ENTERPRISES, LLC, Defendants, WILLIAM REHE and SUZANNE REHE,

Appellants /

Cross - Respondents. 

### SH1NG10N

No. 45312 -

6 -II

PUBLISHED OPINION

WoRSwIcK, J. — Northwest Cascade, Inc. (NWC) secured ajudgment against Unique Construction, Inc. (Unique), 

### a corporation owned by William and Suzanne Rehe. In an earlier appeal, Division One ofthis court held that Unique' s corporate veil could be pierced, paving the 

### way forNWC to collect itsjudgment against the Rehes. The Rehes filed a homestead declaration on Unique' s " 89th Street Property," which the trial court quashed. The Rehes now appeal the trial court's order quashing the homestead declaration, arguing that (1) the trial court lacked personal jurisdiction over them, (2) the trial court violated RAP 7.2 

### by considering NWC's motion to quash while the appeal was pending in Division One ofthis court, (3) a claimant is an owner of a property under the homestead statutes ifthey possess andNo. 45312 - 6 -II 

### use that property, even ifthey have no legal or equitable interest in it,and (4) they have a legal or equitable interest in the 89th Street Property because eithertheir contributions and residence at 

### the property give them a legal or equitable interest or piercing the corporate veil gave them Unique's interest in the property. NWC cross -

appeals the trial court' s denial ofits request for attorney fees and costs incurred to litigate its motion to quash, arguing that it is entitled to attorney fees and costs as the 

### prevailing party because litigating its motion to quash was a " collection proceeding" that fell within the attorney fees and costs provision ofNWC' s contractwith Unique. 

### We affirm the trial court's order quashing the homestead declaration, holding that (1) the Rehes waived personal jurisdiction 

### by failing to timely raise it, ( 2) the trial court had authority
under RAP 7.2 to consider NWC' s motion to quash, (3) a claimant must have either a legal or an equitable interest in a property to be an owner of it under the homestead statutes, (4) Unique held all legal and equitable interest in the 89th Street Property, and (5) piercing ofthe corporate veil does not allowthe Rehes to claim a homestead exemption in Unique' s property. However, we reverse the trial court' s denial ofNWC' s attorney fees and costs by holding that litigating 

### NWC's motion to quash falls within the contract' s attorney fees and costs provision. We remand for a determination ofNWC' s reasonable attorney fees consistent with this opinion. FACTS A. Background The Rehes are Unique' s sole shareholders. William Rehe is Unique' s president. In 2004 and 2005, Unique began acquiring lots forthe development ofa 34 -lot residential real estate

2No. 45312 - 6 -II

project in Tacoma.' On March 27, 2006, Unique entered into a contract with NWC to build the plat's infrastructure. The contract contained an attorney fees and costs provision that stated: Ifthe contract price is not paid as agreed and if collection proceedings or a suit is started, then [ Unique] agree[ s] to pay all costs incurred 

### by [ NWC], including all 

### costs ofsuitand a reasonable attorneys' fee as determined bythe court. Clerk' s Papers ( CP) at 302. In 2006, the Rehes moved into Unique' s 89th Street Property,which was a lotwith a 

### house built by Unique. Without paying Unique rent,the Rehes continued to reside atthe 89th Street Property through this litigation exceptfor an 18 -month period when theytemporarily
moved out. B. 

### Unique 's Breach ofContract,NWC's Suit, and Unique 's Transfer ofthe 89th Street Property 

### Unique stopped paying NWC on the contract. On July 7, 2008, NWC sued Unique for breach of contract. 

### On July29, 2009, Unique recorded a quitclaim deed transferring the 89th Street Property 

### to a Nevada limited liability company (LLC) named Black Point Management. On December 16, 2010, Black Pointtransferred the 89th Street Property by quitclaim deed to an LLC 

### controlled by a limited liability limited partnership that was formed atthe Rehes' direction. The transfers ofthe 89th Street Property were identified as tax exempt and no consideration was paid forthem. The transfers ofthe 89th Street Property left Unique insolvent.

In 2005, Unique transferred the lots to a single purpose limited liability companywholly owned 

### by the Rehes.

3No. 45312 - 6 -II On October 30, 2009, NWC amended its complaint to add the Rehes as defendants and to add two additional claims: a claim seeking to pierce Unique' s corporate veil to hold the Rehes personally liable and a claim underthe Uniform Fraudulent TransferAct2 (UFTA) forfraudulent conveyance ofthe 89th Street Property. C. Bifurcated Trial 

### The breach ofcontract and UFTA claims were tried to ajury. Thejury returned averdict in favor ofNWC on both claims, and made a special finding that Unique transferred the 89th 

### Street Propertywith the actual intentto hinder, delay, or defraud creditors. The veil piercing claim then went to a bench trial after which the trial court ruled that Unique' s corporate veil could not be pierced.

The trial court entered ajudgment against Unique for $ 216,505. 46. The trial court also voided the transfer ofthe 89th Street Property and quieted title to Unique. The trial court awarded attorney fees and costs to NWC for the breach ofcontract and UFTA claims, and 

### awarded attorney fees to the Rehes forthe veil piercing claim. The trial court dismissed the Rehes with prejudice. D. FirstAppeal 

### NWC appealed the trial court's denial ofthe veil piercing claim and its award ofattorney fees to the Rehes. Unique cross - appealed the attorney fees and costs award. This appeal was 

### heard by Division One ofthis court. See Nw. Cascade, Inc.v. Unique Const., Inc.,noted at 180 Wn.App. 1017, 2014 WL 1289586, review denied, 181 Wn.2d 1009, 335 P.3d 941 ( 2014).

2 Chapter 19.40 RCW.No. 45312 - 6 -I1 E 

### Writ ofExecution on the 89th Street Property andNWC's Motion To Quash While the appeal was pending, the trial court entered awrit ofexecution againstthe 89th Street Property. Prior to the 89th Street Property' s sale, the Rehes filed a homestead declaration, claiming to have lived atthe property since 2002. NWC filed a motion to quash the Rehes' homestead declaration. The Rehes filed a 

### memorandum opposing NWC' s motion. After a hearing on NWC's motion to quash,where the Rehes presented argument,the trial court entered an order quashing the Rehes' homestead declaration. The trial court ruled that the Rehes could not claim a homestead exemption in the 

### 89th Street Property because they lacked a sufficient interest in that property to be owners ofit underthe homestead statutes and because NWC executed against the 89th Street Property to

recover Unique' s debt (rather than the Rehes' debt). The trial court denied NWC' s request for 

### attorney fees and costs for litigating its motion to quash. The Rehes filed a motion for reconsideration, arguing forthe firsttime thatthe trial court lacked personal jurisdiction over them. The trial court denied the motion for reconsideration. 

### The trial court also denied NWC' s requestfor attorney fees and costs to defend againstthe Rehes' motion for reconsideration. F. Division One' s Reversal ofthe Trial Court's Veil Piercing Ruling On March 31, 2014, Division One reversed the trial court' s veil piercing ruling and held that Unique' s corporate veil could be pierced. Nw. Cascade, Inc., 2014 WL 1289586, at * 6. 

### Division One remanded the issues ofattorney fees and costs forthe trial court's determination consistent with the reversal. 2014 WL 1289586, at * 6.

5No. 45312 - 6 -II 

### The Rehes appeal the order quashing the Rehes' homestead declaration. NWC cross - appeals the trial court's,denial ofattorney fees and costs for litigating its motion to quash. ANALYSIS I. PERSONAL JURISDICTION The Rehes argue the trial court lacked personal jurisdiction over them because the trial . court had previously dismissed them with prejudice when it entered itsjudgment. NWC argues 

### the Rehes waived their personaljurisdiction defense by failing to timely raise it. We agree with NWC. 

### A partywho fails to raise the personaljurisdiction defense in any entry ofappearance, pleadings, or answers waives that defense and " submits himself or herselfto thejurisdiction of the court." In re Marriage ofSteele, 90 Wn. App. 992, 997, 957 P.2d 247 ( 1998); see State ex
rel. Coughlin v. Jenkins, 102 Wn.App. 60, 63, 7 P.3d 818 ( 2000). " Even informal acts, such as
written or oral statements to the plaintiff in the action can constitute an appearance." Coughlin, 102 Wn.App. at 63. Here, NWC filed a motion to quash. The Rehes filed a memorandum in opposition to 

### NWC' s motion to quash and appeared atthe hearing, but did not raise a personaljurisdiction 

### defense until its motion for reconsideration ofthetrial court's order quashing the Rehes' homestead declaration. Thus, by failing to raise the personaljurisdiction defense in their answer and in their appearance atthe hearing,the Rehes waived that defense and submitted themselves to the trial court' sjurisdiction.

6No. 45312 - 6 -II II. VIOLATION OF RAP 7.2 

### The Rehes argue the trial courtviolated RAP 7.2 by ruling on NWC' s motion to quash while the Division One appeal was pending. We disagree. After review is accepted, the trial court has authorityto act in acase onlyto the extent provided by RAP 7.2. RAP 7.2(e) states in part: Postjudgment Motions and Actions to Modify Decision. The trial court has 

### authority to hear and determine ( 1) postjudgment motions authorized by the civil rules, the criminal rules, or statutes .... Ifthe trial court determination will change a decision then being reviewed by the appellate court, the permission of the appellate court must be obtained priorto the formal entry ofthe trial court decision. RCW 6.32.270 authorizes subsequent proceedings regarding real property, and states in part: In any supplemental proceeding, where it appears to the court that a judgment 

### debtor may have an interest in ortitle to any real property, and such interest ortitle 

### is disclaimed by the judgment debtor or disputed by another person or it appears that the judgment debtor may own or have a right of possession to any personal 

### property, and such ownership or right ofpossession is substantially disputed by another person, the court may, ifthe person or persons claiming adversely be a 

### partytothe proceeding, adjudicate the respective interests ofthe parties in such real or personal property .... 

### Anyperson so made aparty, or anypartyto the original proceeding, may have such issue determined by ajury upon demand therefor. A] n interested litigant whose name appears of record ... and over whom ... the court has acquiredjurisdiction" is a partyto the proceedings. Junkin v.Anderson, 12 Wn.2d 58, 72, 120 P.2d 548, 123 P.2d 759 ( 1941). 

### Here, the trial court quieted title to the 89th Street Property in thejudgment debtor, 

### Unique. By subsequently filing a homestead declaration,the Rehes disputed Unique's interest in the property. NWC's postjudgment motion to quash requested the very thing RCW 6.32.270 authorized: a supplemental proceedingto adjudicate the parties' respective interests in the 89th Street Property. Because the Rehes are interested litigants whose names appear ofrecord and

7No. 45312 - 6 -II


### overwhom the trial court had acquired personaljurisdiction bywaiver,they were parties to the 

### proceeding. Thus, by authorizing consideration ofNWC' s postjudgment motion, RCW 6.32.270 

### gavethetrial court authorityto hearthatmotion under RAP 7.2(e).3 Any determination the trial court made on NWC' s motion to quash the Rehes' declaration ofhomestead would not change Division One' s veil piercing ruling or the related 

### attorney fee requests. Thus, the trial court did not need appellate court permission to enter its judgment under RAP 7.2( e), 

### and the trial court did not errby ruling on NWC' s motion to quash while the Division One appeal was pending. III. HOMESTEAD 

### The Rehes further argue they are entitled to a homestead exemption because they are 

### owners ofthe 89th Street Property underthe homestead statutes.4 Again,we disagree.

We review statutory interpretation de novo. Dep' t ofEcology v. Campbell & Gwinn, LLC, 146 Wn.2d 1, 9, 43 P. 3d 4 (2002). 

### Ifa statute' s meaning is plain on its face,we must followthat plain meaning. 146 Wn.2d at 9 -10. A statute' s plain meaning is discerned from the ordinary meaning ofthe language,the context ofthe statute, related provisions, and the statutory


### 3 The Rehes argue RCW 6.32.270 did not givethe trial court authorityto consider NWC' s motion to quash because RCW 6.32.270 gave the Rehes the right to demand ajurytrial. But 

### RCW 6.32.270 requires ajurytrial only ifa party requests it. The Rehes do not assert, and the 

### record does not support,thatthe Rehes requested ajury trial. Thus, because the Rehes did not request ajury trial under RCW 6.32.270,that statute could not prevent the trial court from considering NWC' s motion to quash. 4 NWC argues forthe first time on appeal that resjudicata precludes the Rehes' homestead defense. We do not consider this argument because we do not consider a resjudicata claim 

### raised forthe firsttime on appeal. Jumamil v. Lakeside Casino, LLC, 179 Wn.App. 665, 680, 319 P.3d 868 ( 2014).

8No. 45312 - 6 -II

scheme as a whole. Udall v. T.D. Escrow Servs., Inc., 159 Wn.2d 903, 909, 154 P.3d 882 2007). If a term is defined in a statute, we use that definition. Pac. Indus. Inc. v. Singh, 120 Wn.App. 1, 6, 86 P.3d 778 ( 2003). " Homestead and exemption laws are favored in law and are to be liberally construed." 

### Sweetv. O' Leary, 88 Wn.App. 199, 204, 944 P.2d 414 ( 1997).

Article 19, section 1 of the Washington State Constitution states, " The legislature shall 

### protect by lawfrom forced sale acertain portion ofthe homestead and other property ofall heads
offamilies." 

### In 1895, the legislature responded to this directive by passing the homestead statutes, former chapter 6. 12 RCW.5

RCW 6. 13. 010 defines " homestead" and " owner ": 1) The homestead consists of real or personal property that the owner uses as a residence. In the case ofa dwelling house or mobile home,the homestead consists 

### ofthe dwelling house orthe mobile home in which the owner resides or intends to reside, with appurtenant buildings, and the land on which the same are situated and 

### by which the same are surrounded .... Property included in the homestead must be actually intended or used as the principal home forthe owner.

2) As used in this chapter, the term. "owner" includes but is not limited to a purchaser under a deed oftrust, mortgage, or real estate contract. Emphasis added). RCW 6. 13. 070 states in part: T]he homestead is exempt from attachment and from execution or forced sale for the debts ofthe owner up to [$ 125, 000]. Emphasis added); see RCW 6. 13. 030. RCW 6. 13. 040( 1) states in part:

A] homestead ... is automatically protected 

### by the exemption ... from and after 

### the time the real or personal property is occupied as a principal residence by the owner or, ifthe homestead is unimproved or unproved land that is not yet occupied 

### as a homestead, from and after the declaration or declarations required by the 

### following subsections are filed for record.
5 Former chapter 6. 12 RCW was recodified as chapter 6. 13 RCW in 1981 ( LAws OF 1981, ch. 329, § 22). Former chapter 6. 12 RCW was amended numerous times prior to its 1981 recodification. These pre -1981 amendments do not affect our analysis.
9No. 45312 - 6 -II 

### Underthis plain language, onlythe owner ofaproperty may claim a homestead exemption in that property. 

### To claim ahomestead exemption in aproperty,the owner must eitheroccupythe property as a principal residence or intend to do so. RCW 6. 13. 040( 1). Once the owner 

### occupies the property as aprincipal residence, ahomestead exemption is established automatically without a declaration. RCW 6. 13. 040( 1). An owner who intends to occupy a 

### property as aprincipal residence in the future may file a declaration ofhomestead to establish the exemption from the date the declaration is filed.6 See RCW 6. 13. 040( 1). A. Meaning ofthe Term " Owner" in the Homestead Statutes The Rehes argue that under the homestead statutes, they need to show only possession 

### and use ofa propertyto bethe owner ofthat property. NWC argues the Rehes must show either ' a legal or an equitable interest in a property to be the owner ofthat property. We agree with NWC. Prior to 1981, the homestead statutes used the term " claimant" instead of "owner." Former RCW 6. 12. 040 ( 1977). 

### Four key cases from the Supreme Court interpreted the homestead statutes as they existed priorto the 1981 recodification that added the term "owner."



### 6 The Rehes correctly assertthatthe lackofavalid homestead declaration does not preventthem from having an automatic homestead exemption in the 89th Street Property. See RCW 6. 13. 040( 1). 

### Butbecause the trial court's order quashing the Rehes' homestead declaration concluded the Rehes had no homestead exemption in the 89th Street Property because they lack 

### a sufficient interest in the property, we interpret the trial court's order quashing the Rehes' homestead declaration as precluding the Rehes from claiming anautomatic homestead exemption in the 89th Street Property.

10No. 45312 - 6 -II First, in Downey v. Wilber, a claimant owned a 

### dwelling house on land he leased. 117 Wash. 660, 661, 202 P. 256 ( 1921). The claimant claimed a homestead exemption to the land

and dwelling house. 117 Wash. at 661. 

### The Court agreed, holding that title in fee to aproperty is not necessary for a homestead exemption because the only interest required is " a sufficient interest in real property to entitle him to maintain a home thereon." 117 Wash. at 661. Next, in Desmondv. Shotwell, avendee purchased a property from a vendor pursuantto a conditional contract under which the vendor kept title to the property until the vendee completed payment. 142 Wash. 187, 188, 252 P. 692 ( 1927). The Court had ruled in a previous case that 

### such a contract deprived the vendee ofany legal or equitable title in the property until he completed payment. 142 Wash. at 188. Accordingly,thejudgment creditor in Desmond argued that because a vendee who had not completed payment had no legal or equitable title in the property, such a vendee could not claim a homestead exemption in that property. 142 Wash. at 188. The court disagreed, holding that "nowhere in the statutesproviding for homesteads is there any requirement that the person asserting the right must own either a legal or an equitable interest in the property claimed." 142 Wash. at 188.

In 

### Security Savings & Loan Association v. Busch, the claimants attempted to claim a 

### homestead exemption to a propertythey had conveyed to another by quitclaim deed. 84 Wn.2d 52, 52 -53, 55 -56, 523 P. 2d 1188 ( 1974). The claimants argued thatthey did not need a legal title to the residence, citing Downy and Desmond. Busch, 84 Wn.2d at 55. The court disagreed, 

### holding that becausethe homestead declarants in both Downyand Desmond possessed a legal interest in the property at issue, the language from Desmond suggesting that a legal or equitable interest was not required was dicta. Busch, 84 Wn.2d at 55. The Court held that either a legal or

11No. 45312 - 6 -II
equitable interest is required because absent such an interest, "

### there was nothing leftto which [a] homestead could ... attach." 84 Wn.2d at 56.

In Felton v. Citizens Federal Savings & 

### Loan Association ofSeattle, a claimant borrowed 

### money from a loan association, secured by a deed oftrust against the claimant's property, and later claimed a homestead exemption in the property. 101 Wn.2d 416, 417, 679 P.2d 928 ( 1984). The loan association argued the claimant could not claim a homestead exemption in the property because he needed a legal interest in the property, ratherthanthe equitable interest he had under the deed oftrust. 101 Wn.2d at 419. Our Supreme Court rejected the loan association' s 

### argument, holding that where an equitable interest exists, such equitable interest is sufficientto claim a homestead exemption in a property. The court stated:

A] s we stated ( in dicta) in Desmond, " nowhere in the [ homestead] statutes ... is there any requirement thatthe person asserting the right must own either a legal or an equitable interest in the property claimed." What was required 

### by [ the homestead statutes] at all times relevant to this case was that homestead claimants live on the property as their home, or intend to do so. Thus, possession was (and 

### is)the keytothe rightto homestead.[7' 101 Wn.2d at 419 - 20 ( some alterations in original) (internal citations omitted) ( quoting Desmond, 142 Wash. at 188). Interpreting the plain meaning ofthe word "owner" in tandem with the case law,owners
must have ownership of an interest " to which their homestead could .. attach." Busch, 84

7 While Felton used the word "owner" and referenced the post -1981 amendment version ofthe homestead statutes, it was actually interpreting the statute as it existed priorto 1981 because the homestead declaration in that case was filed prior to 1981. 101 Wn.2d at 417 -18.

12No. 45312 - 6 -II 

### Wn.2d at 56. Thus, to be an owner ofaproperty one must have a legal oran equitable interest in that property. 8

Each ofthe four cases discussed above turned on whether the claimant had at least a legal or an equitable interest in the property. As explained in Busch, the claimant in Desmond and the claimant in Downey both had legal interests in the property allowing them to claim a homestead exemption. See Busch, 84 Wn.2d at 55 -56; Downey, 117 Wash. at 661; Desmond, 142 Wash. at 188. In Felton,the deed oftrust provided the claimant with an equitable interest in the property that allowed him to claim a homestead exemption. 101 Wn.2d at 419 - 20. But in Busch, the 

### claimants who sacrificed their legal and equitable interest in the property by quitclaiming itto another could not claim a homestead exemption. 84 Wn.2d at 56. In these prior cases, the court explained that the legislature intended to limit the term owner to parties that own a legal or an equitable interest in the property " to which their homestead could ... attach." 84 Wn.2d at 56. B. Application to the Rehes' Homestead Exemption in the 89th Street Property 

### The Rehes argue they have alegal or equitable interest in the 89th Street Property because the Rehes' contributionsand residence atthe property give them a legal or equitable

8 The Ninth Circuit Court ofAppeals cited Felton to hold that underthe Washington homestead statutes, the owner needs an equitable interest in the property only where the owner cannot show occupancy and use. In re Wilson, 341 B. R. 21, 25 ( B.A.P. 9th Cir. 2006). For the reasons set out in this opinion,we hold that this is an inaccurate interpretation ofthe homestead statutes. See In re Salvini' s Estate, 65 Wn.2d 442, 446 - 47, 397 P. 2d 811 ( 1964) (

### holding thatfederal courts' interpretation of state statutes do not bind Washington state courts).

13No. 45312 - 6 -II 

### interest and because piercing ofthe corporate veil gave them Unique' s interest in the property. We disagree.9

1. The Rehes' Interest in the Property after Quieting Title to Unique. 

### The Rehes argue they have an equitable interest in the 89th Street Property because they possessed and used that property and because they,without consideration, transferred to Unique the 89th Street land and the funds to build the house. We disagree because when the trial court 

### quieted title to the 89th Street Property in Unique in a ruling thatwas not appealed, it placed all legal and equitable interest in the land in Unique. Our Supreme Court has held that a corporation's shareholders have no property interest in that corporation' s physical assets because the corporations are separate organizations with 

### different privileges and liabilities from the shareholders. Christensen v. Skagit County, 66 Wn.2d 95, 97, 401 P.2d 335 ( 1965). 

### Moreover, living on aproperty, standing alone, does not 

### create a legal or equitable interest in the property sufficientto claim ahomestead. See SSG Corp. v. Cunningham, 74 Wn.App. 708, 714, 875 P.2d 16 ( 1994). Here, the trial court quieted title to the 89th Street Property in Unique, and the Rehes did not challenge this determination. The Rehes lost any interest in the land and moneythey 

### contributedto Unique whenthey contributed it. See Christensen, 66Wn.2d at 97. The merefact 9 NWC argues the Rehes' corporate veil argumentviolatesjudicial estoppel by attempting to pierce the corporate veil for the Rehes' benefit, when the Rehes argued at trial that NWC could not pierce the corporate veil for NWC' s benefit. But "judicial estoppel may be applied only in 

### the eventthat a litigant's prior inconsistent position benefited the litigant orwas accepted bythe court." Taylor v. Bell, _ Wn.App. _, 340 P. 3d 951, 958 (2014). Because Division One reversed the trial court and held that the veil could be pierced for NWC' s benefit, the Rehes' prior position that the veil could not be pierced did not benefit the Rehes and was not accepted 

### bythe court. Thus,judicial estoppel does not apply.

14No. 45312 - 6 -II 

### they live on the property does not give them a legal or equitable interest in the propertyto claim a homestead exemption. See SSG Corp., 74 Wn.App. at 714. Thus, we hold thatthe trial court' s unchallenged ruling quieting title in Unique gave all legal and equitable interest in the 89th Street Property to Unique, and that this deprived all other parties, including the Rehes, of any legal or equitable interest in the 89th Street Property.

2. 

### The Rehes' Interest in the 89th StreetProperty after Corporate Veil Piercing The Rehes argue that because the corporate veil was pierced, the Rehes and Unique are 

### the same legal entity. Thus, the Rehes argue that because Unique is an owner ofthe 89th Street Property, the Rehes are also owners ofthe 89th Street Property,thus allowing the Rehes to claim a homestead exemption in Unique' s property. We disagree. Veil piercing is an equitable remedy imposed to rectify an abuse ofthe corporate privilege. 

### ColumbiaAsset Recovery Grp., LLCv. Kelly, 177 Wn.App. 475, 488, 312 P.3d 687 2013). 

### Where the corporate veil can be pierced, it can be pierced "not for all purposes, but only 

### forthe purpose ofadjusting the allocation ofloss between the particular creditor and a person
who has, under all the circumstances, misused'the corporate form." EDWARD BRODSKY AND M. 

### PATRICIAADAMSKI, Law ofCorporate Officers and Directors: Rights, Duties and Liabilities 1414 (2011) ( citation omitted); see Garvin v. Matthews, 193 Wash. 152, 155 -57, 74 P.2d 990 1938); see also Rena -Ware Distrib., Inc. v. State, 77 Wn.2d 514, 518, 463 P.2d 622 ( 1970). Even where the veil can be pierced for one purpose, we continue to honor the corporation' s 

### separate identity except where doing so would perpetuate a fraud or injustice. See Garvin, 193 Wash. at 155 -57; Wash. Sav - Mor Oil Co. v. Tax Comm' n, 58 Wn.2d 518, 523, 364 P.2d 440

15No. 45312 - 6 -II 1961); Morgan v. Burks, 93 Wn.2d 580, 587, 611 P. 2d 751 ( 1980); Rena -Ware Distributors, Inc., 77Wn.2dat518. Here, Division One held thatthe corporate veil could be pierced, allowing the Rehes to be held liable for the debts of Unique. This does not mean, however, that the corporate veil can 

### be pierced forthe purpose ofallowing the Rehes to claim ahomestead exemption in Unique' s property. Allowing the Rehes to claim a homestead in Unique' s property would neitherserve the purpose ofadjusting the allocation ofloss between the particular creditor (NWC) and the persons who have misused the corporate form (the Rehes) nor rectifythe Rehes' abuse ofthe corporate privilege. In fact, it would do the opposite and reward the Rehes' misuse ofthe corporate form 

### by allowing them to use corporate veil piercing to protect the corporate assets. Allowing the Rehes to have a homestead exemption would neither serve the purpose of adjusting the allocation of loss between the creditor and the persons who misused the corporate 

### form nor rectify an abuse ofthe corporate privilege. Thus, the corporate veil piercing does not allowthe Rehes to claim a homestead exemption in Unique' s property.

IV. CROSS-APPEAL: THE TRIAL COURT' S DENIAL OF ATTORNEY FEES TO NWC 

### On its cross -

appeal, NWC argues the trial court erred by denying it reasonable attorney fees and costs for litigating its motion to quash. NWC argues it is entitled to reasonable attorney fees and costs as the prevailing party because litigating its motion to quash was a " collection proceeding" that fell within the contract' s attorney fees and costs provision. We agree. 

### We review de novo whether a statute authorizes attorney fees and costs. Niccum v. Enquist, 175 Wn.2d 441, 446, 286 P.3d 966 (2012). RCW 4. 84.330 provides that where a 

### contract or lease authorizes attorney fees and costs, the prevailing party is entitled to fees and

16No. 45312 - 6 -II 

### costs. An award ofattorney fees and costs under RCW 4.84.330 is mandatory,with no discretion except as to the amount. Singleton v. Frost, 108 Wn.2d 723, 729, 742 P.2d 1224 1987); Kofmehl v. Steelman, 80 Wn.App. 279, 286, 908 P.2d 391 ( 1996). Here, the contract's attorney fees and costs provision stated: If the contract price is not paid as agreed and if collection proceedings or a suit is started, then [ Unique] agree[ s] to pay all costs incurred 

### by [NWC], including all costs ofsuit and a reasonable attorneys' fee as determined bythe court. CPat302. The contract price was not paid, and executing againstthe 89th Street Property to collect the contract price required litigating the Rehes' homestead exemption in the 89th Street Property. 

### Thus, litigating NWC's motion to quash was part ofthe " collection proceedings" that fell within the contract' s attorney fees and costs provision. Because the corporate veil has been pierced, it is irrelevant whether Unique or the Rehes signed the contract because Unique and the Rehes are 

### treated as a single legal entity forthe purpose ofadjusting the allocation ofloss between NWC and the Rehes. Thus, because NWC,is the prevailing party, it is entitled to attorney fees under this contractual provision. RCW 4.84.330. Accordingly,we reverse the trial court' s ruling on attorney fees and remand for a determination ofattorney fees consistent with this opinion. ATTORNEY FEES ON APPEAL Both parties request reasonable attorney fees on appeal pursuant to the contract. A contract provision that authorizes attorney fees below authorizes attorney fees on appeal. Where a statute allows an award ofattorney fees to the prevailing party attrial,the appellate

court has inherent authority to make such an award on appeal. "' Colwell v. Etzell, 119 Wn.App. 432, 442 -

43, 81 P. 3d 895 ( 2003) ( 

### quoting Standing RockHomeownersAss 'n v. Misich, 106 Wn.

17No. 45312 - 6 -II App. 231, 247, 23 P. 3d 520 ( 2001)). 

### Because NWC prevails on appeal, we grant NWC attorney fees on appeal and denythe Rehes' attorney fees on appeal. We affirm the trial court's order quashing the Rehes' homestead declaration, but reverse 

### the trial court's ruling on attorney fees and remand for a determination ofNWC' s reasonable attorney fees consistent with this opinion. We award NWC reasonable attorney fees on appeal.

We concur:

B;

## 4 A.C.J.

Sutton, J. 

# A,c.J,

18