## Facts

- Portions of the land at issue were involved in a 1938 Asotin County tax-foreclosure proceeding against property assessed to Lewiston-Clarkston Improvement Company.
- The foreclosure summons described the parcels only as “part of Lot 5” in specified sections and townships and stated that the “legal description” was on file in the county treasurer’s office, without setting out a definite legal description in the summons itself.
- After the tax foreclosure, the County obtained a judgment quieting title that described the parcels largely by acreage (e.g., “2.30 Acres in Lot 5 …”), rather than by metes and bounds or another description that fixed the precise land.
- Lewiston-Clarkston Improvement Company was not specifically named as a defendant in the County’s quiet-title action; it was addressed only through general “any and all other persons … claiming any right, title, lien, estate or interest” language.
- In 1937, Lewiston-Clarkston Improvement Company had executed a deed to Asotin County. Years later, the Port District (as the County’s successor) asserted that deed did not reflect the parties’ intent and sought to reform it.
- In 1940, Lewiston-Clarkston Improvement Company conveyed property to Clarkston Community Corporation using similarly general “part of Lot 5” descriptions.
- From 1940 until the Port District filed this action, Clarkston Community Corporation possessed the disputed land and paid taxes on it.
- Asotin County Port District filed a combined action (1) to quiet title to the disputed parcels against Clarkston Community Corporation and (2) to reform the 1937 deed from Lewiston-Clarkston Improvement Company to Asotin County to include the parcels Clarkston claimed.
- The superior court ruled for Clarkston Community Corporation on both claims, and the Port District appealed, arguing the findings and conclusions were not supported by the evidence.

## Issues

1. Whether the Port District established superior title through the County’s tax-foreclosure and subsequent quiet-title proceedings where the property descriptions were indefinite and did not identify the specific parcels with reasonable certainty.
2. Whether the Port District proved, by clear, cogent, and convincing evidence, that the 1937 deed should be reformed to include the disputed parcels, without unfairly harming an innocent third-party grantee.

## Decision

- The Court of Appeals affirmed the judgment for Clarkston Community Corporation.
- The court agreed that the tax-foreclosure and related quiet-title materials relied on descriptions (“part of Lot 5” and acreage-only references) that were too indefinite to support the Port District’s claim of title to the specific land in dispute.
- The court also affirmed denial of reformation because the Port District did not meet the heightened proof standard for reformation and, in any event, reformation would adversely affect Clarkston as a later purchaser that had long possessed the property and paid taxes.

## Legal Principles

- Tax-foreclosure proceedings are strictly construed, and the property must be described with enough certainty to identify the land affected; vague “part of” descriptions and acreage-only references may be insufficient to divest an owner or establish title in the foreclosing authority.
- A party seeking to quiet title based on a prior foreclosure and judgment must show that the earlier proceeding actually covered the specific parcel now in dispute; uncertain descriptions can defeat that showing.
- Reformation of a written instrument requires proof by clear, cogent, and convincing evidence that the instrument materially differs from an identical intention held by both parties at the time of execution.
- Reformation will not be granted where it would unfairly prejudice an innocent third party who acquired the property in good faith and whose title or possession would be impaired by changing the earlier instrument.

## Conclusion

The Court of Appeals affirmed because the Port District could not prove superior title through the County’s tax-foreclosure and quiet-title history given the indefinite property descriptions, and the Port District also failed to justify reformation of the 1937 deed under the clear, cogent, and convincing evidence standard, particularly where reformation would harm Clarkston, a later purchaser that had possessed the land and paid taxes for decades.


Asotin County Port District v. Clarkston Community Corp., 2 Wash. App. 1007 (1970)