LARRY D. RILEY, Appellant,
IRON GATE SELF STORAGE; ESMS PARTNERS LP; GLEN L. ARONSON; EVE ARONSON TRUST; PRIME COMMERCIAL PROPERTY, INC.; all dba IRON GATE SELF STORAGE; dba IRON GATE STORAGE-CASCADE PARK, Respondents.
Riley entered into a self-storage rental agreement with Iron
Gate Self Storage that contained provisions limiting Iron
Gate's liability and maximum recoverable damages. Riley
appeals the trial court's order granting Iron Gate's
partial summary judgment, denying his motion for
reconsideration, and entering a final judgment of dismissal
with prejudice. We conclude that the trial court properly
granted summary judgment on the breach of contract and
conversion claims. We further conclude that the limiting
provisions in the rental agreement violated public policy
under the Consumer Protection Act (CPA) but not under the
Self-Service Storage Facilities Act (Storage Act). We affirm
in part and reverse in part.
Gate Storage-Cascade Park (Iron Gate) is a commercial
business that rents storage space to the public. On December
1, 2003, Riley entered into a rental agreement with Iron Gate
to rent storage units. The agreement included a cap of
approximately $5, 000 on the value of personal property that
may be stored in the unit. The applicable provision stated:
5. USES AND COMPLIANCE WITH LAW . . . Occupant may store
personal property with substantially less or no aggregate
value and nothing herein contained shall constitute or
evidence, any agreement or administration by Operator that
the aggregate value of all suchpersonal (sic)
property is, will be, or is expected to be, at or near
$5, 000. It Is specifically understood and agreed that
Operator need not be concerned with the kind, quality, or
value of personal property or other goods stored by Occupant
in or about the Premises pursuant to this Rental Agreement.
Papers (CP) at 142 (italicized emphasis added).
provision in the rental agreement included a limitation on
liability and a $5, 000 cap on damages:
7 LIMITATION OF OPERATOR'S LIABILITY; INDEMNITY Operator
and Operators Agent shall not be liable to Occupant for any
damage or lose (sic) to any person. Occupant or any property
stored in, on or about the Premises . .. arising from any
cause whatsoever, including but not limited to . . .
active or passive acts, omissions or negligence of Operator
or Operators Agents [except from] Operator's fraud,
willful injury or willful violation of law. . . .
Notwithstanding anything contained in this Rental Agreement,
In no event shall Operator or Operator's Agents be
liable to Occupant In an amount In excess of $5, 000 for
any damage or lose (sic) to any person, Occupant, or any
properly (sic) stored . . . arising from any cause
whatsoever, Including, but not limited to, Operators
Agents' active or passive acts, omissions or negligence.
143 (italicized emphasis added).
agreement also included a clause that stated the occupant
shall maintain an insurance policy covering at least 100
percent of the actual cash value of stored personal property.
Riley elected to "self-insure (personally assume all
risk of loss or damage)." CP at 143. He initialed his
name in each section, indicating that he understood the terms
of the agreement.
the course of his lease, Riley often fell behind on his rent
payments. Iron Gate sent Riley past due notices in May, June,
and July 2010. It sent a pre-lien notice to Riley on May 21.
It then sent Riley a notice of cutting lock on June 24,
followed by a certified notice of lien one week later.
8, 2010, Iron Gate mailed Riley a notice of auction. Iron
Gate believed its notices complied with Washington law;
however, the Notice of Auction mistakenly contained an
auction date that was less than the statutorily required 14
days from the date of the notice. The auction occurred on
July 15 and the winning bidder paid less than $2, 000 for
items in Riley's unit. Riley contacted Iron Gate
following the auction and received information that his
property had been sold.
days after the auction, Riley delivered a letter to Iron Gate
expressing his opposition to the auction sale and his belief
that the notices were invalid. Riley also notified Iron Gate
that he was prepared to pay any outstanding rent. The letter
also requested that his property be restored to him.
Gate recovered many auctioned items by repurchasing them from
the winning bidder. In addition to the recovered items, Iron
Gate continued to store Riley's remaining property at no
cost until Riley retrieved it several months later.
March 2015, Riley filed an amended complaint alleging that
Iron Gate violated the Storage Act and the CPA. He alleged
that he suffered actual damages in excess of $1.5 million and
sought treble damages under the CPA. Riley also alleged that
the rental agreement was a contract of adhesion and that its
provisions were unconscionable. He further alleged breach of
contract and conversion.
Gate moved for summary judgment on Riley's claims and, in
the alternative, partial summary judgment against any
recovery of damages that exceeded $5, 000. Iron Gate
acknowledged it mistakenly violated the Storage Act, but
stated that it took steps to recover Riley's property. It
argued that Riley failed to follow the terms of the rental
agreement and the amount of damages he sought was barred by
hearing on the motion for summary judgment, the trial court
deferred its ruling on the summary judgment
motion. It granted the partial summary judgment
motion and orally ruled that even if Riley successfully
brought a claim, he would be bound by the contractual
limitation of $5, 000 in damages.
moved for reconsideration and the trial court denied the
motion. With Riley's agreement, Iron Gate then tendered a
$23, 000 check to Riley to be held by his attorney pending
the outcome of this appeal. Per Iron Gate, this amount
reflected the maximum damages for which it could be liable,
trebled, and with interest on the trebling, because of the
trial court entered an order on partial summary judgment and
a final judgment of dismissal with prejudice. The final
judgment reiterated that Riley's recoverable damages,
under all of his causes of action, were limited to a maximum
of $5, 000. It further stated that the $23, 000 check payment
tendered to Riley represented "an amount of recoverable
damages, plus interest" which was equal to or greater
than what Riley could potentially recover at trial. CP at
308. Riley did not object to the form of the order or
review an order granting summary judgment de novo.
Loeffelholz v. Univ. of Wash, 175 Wn.2d 264, 271,
285 P.3d 854 (2012). Summary judgment is proper if "the
pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any,
show that there is no genuine issue as to any material fact
and that the moving party is entitled to a judgment as a
matter of law." CR 56(c). We construe all facts and
their reasonable inferences in the light most favorable to
the nonmoving party. Loeffelholz, 175 Wn.2d at 271.
moving for summary judgment bears the burden of demonstrating
that there is no genuine issue of material fact. Atherton
Condo. Apt-Owners Ass 'n Bd. of Dirs. v. Blume Dev.
Co., 115 Wn.2d 506, 516, 799 P.2d 250 (1990). "A
material fact is one upon which the outcome of the litigation
depends in whole or in part." Atherton, 115
Wn.2d at 516. If the moving party satisfies its burden, the
nonmoving party must set forth specific facts demonstrating
that a material fact remains in dispute.
Loeffelholz, 175 Wn.2d at 271. "[C]onclusory
statements of fact will not suffice." Grimwood v.
Univ. of Puget Sound, Inc., 110 Wn.2d 355, 360, 753 P.2d
judgment is proper only if reasonable persons could reach but
one conclusion from the evidence presented. Bostain v.
Food Express, Inc., 159 Wn.2d 700, 708, 153 P.3d 846
(2007). We may affirm summary judgment on any ground
supported by the record. Blue Diamond Grp., Inc. v. KB
Seattle I, Inc., 163 Wn.App. 449, 453, 266 P.3d 881
interpreting contracts, we give words in a contract their
ordinary, usual, and popular meaning, unless the contract in
its entirety clearly demonstrates a contrary intent.
Hearst Commc'ns, Inc. v. Seattle Times Co., 154
Wn.2d 493, 504, 115 P.3d 262 (2005). The contract is viewed
as a whole, and particular language is interpreted in the
context of other ...