Humphrey Industries, Ltd. v. Clay Street Associates, LLC

Summary

The Washington Supreme Court held that the law-of-the-case doctrine barred the trial court from reinstating attorney fee awards against Humphrey Industries under the Washington Limited Liability Company Act. The court awarded Humphrey prejudgment interest on the reversed fee awards and attorney fees for the appeal, but declined to impose liability on the individual LLC members because Humphrey had not established the necessary factual findings.

Holdings

1. The trial court violated the law-of-the-case doctrine by reinstating attorney fees against Humphrey. The prior appellate holding that the record did not establish arbitrary, vexatious, or bad-faith conduct was binding on remand.
2. Humphrey was entitled to prejudgment interest on the specific attorney-fee awards it had paid and that the Supreme Court reversed.
3. The court declined to hold Clay Street's individual members liable for the LLC's obligations because Humphrey had not supported the requested liability findings and the theories required factual inquiries beyond the scope of appellate review.
4. Humphrey was entitled to attorney fees from Clay Street for the present appeal under RCW 25.15.480(2)(a), but was not entitled to fees for the remand proceedings or from the individual members.

Questions Presented

1. Whether the law-of-the-case doctrine barred the trial court on remand from reinstating attorney-fee awards against Humphrey under RCW 25.15.480(2)(b).
2. Whether Humphrey was entitled to prejudgment interest on attorney-fee awards that it had paid and that the Supreme Court had reversed.
3. Whether the individual members of Clay Street were personally liable for the LLC's obligations or for restitution.
4. Whether Humphrey was entitled to attorney fees for the present appeal and the remand proceedings.

Disposition

reversed