## Facts

- Plese-Graham, LLC, a real estate developer, hired Ed Loshbaugh & Sons, Inc., a licensed general contractor, to install water and sewer systems for a housing development.
- A subcontractor filed a lien against Plese-Graham’s property after the contractor underpaid the subcontractor.
- Plese-Graham paid $16,265.12 to the subcontractor to obtain a lien release and sought reimbursement.
- Around the same period, the contractor experienced serious financial problems; after bond issues, its bond was canceled, it lost its contractor’s license, and it ceased operations.
- Robert Loshbaugh communicated with Plese-Graham about repayment and the use of a promissory note; drafts alternated between naming him personally and naming the corporation as the payor.
- The corporation was administratively dissolved by the Washington Secretary of State on October 1, 2009.
- Plese-Graham sued to recover the payment and to hold Robert Loshbaugh and the marital community personally liable based on alleged promises and the corporation’s nonoperational status.
- After mandatory arbitration and a request for trial de novo, the trial court granted summary judgment for Plese-Graham, imposed personal liability on Robert Loshbaugh, and awarded attorney’s fees.

## Issues

1. Whether the action was barred for failure to sue in the name of the real party in interest.
2. Whether summary judgment was proper on Robert Loshbaugh’s personal liability, given disputed evidence about (a) any personal undertaking to pay and (b) the corporation’s status and any post-dissolution effect on officer liability.
3. Whether the attorney’s fee award could stand if summary judgment was reversed.

## Decision

- The court rejected the real-party-in-interest challenge.
- The court reversed summary judgment because genuine issues of material fact existed as to Robert Loshbaugh’s personal liability.
- The court reversed the attorney’s fee award and remanded for trial.

## Legal Principles

- The real-party-in-interest rule protects defendants from multiple liability and ensures finality; absent prejudice or a realistic risk of duplicative suits, a technical objection to the named plaintiff will not defeat the action.
- Personal liability of a corporate officer for obligations connected to a corporation that has ceased operations or been dissolved depends on the facts, including the officer’s intent and the nature of the undertaking.
- Summary judgment is improper when the parties’ communications and the corporation’s status at relevant times are disputed and material to whether an officer assumed personal responsibility.

## Conclusion

The court allowed the developer’s claim to proceed despite a real-party-in-interest objection, but held that disputed facts about the promissory-note discussions, the meaning of the officer’s assurances, and the corporation’s operational and legal status required trial before imposing personal liability, requiring reversal of summary judgment and the related fee award.


Plese-Graham, LLC v. Loshbaugh, 164 Wash. App. 530, 269 P.3d 1038 (Wash. Ct. App. 2011)