Tingey v. Haisch

¶1 — Petitioner attorney David Tingey performed legal services for respondents Lloyd and Lucy Haisch (hereinafter Haisch) on an hourly fee basis without a written fee agreement. Tingey challenges a Court of Appeals decision holding that his action to collect those fees is not governed by the RCW 4.16.040(2) six-year limitation for “[a]n account receivable incurred in the ordinary course of business.”¹ Tingey argues that the term “account receivable” has a plain meaning in Washington law and that the Court of Appeals, after improperly finding the term to be ambiguous, derived for the term an inappropriately narrow meaning that excluded his action. Haisch argues that the applicable statute of limitation for Tingey’s action is the RCW 4.16.080(3) three-year limitation for oral contracts.²

Fairhurst, J.

¶2 We hold that the plain meaning of “account receivable” as used in RCW 4.16.040(2) is an amount due a business on account from a customer who has bought merchandise or received services. This meaning encompasses a balance owed by a client to an attorney for legal services performed on behalf of the client on an hourly fee basis without a written fee agreement. Thus, the six-year limitation for “[a]n action upon an account receivable incurred in the ordinary course of business” applies to Tingey’s action to collect attorney fees from Haisch. RCW 4.16.040(2). We reverse the Court of Appeals and reinstate the trial court’s ruling on summary judgment that the six-year limitation applies.

I. FACTUAL AND PROCEDURAL HISTORY

¶3 Neither Tingey nor Haisch disputes the material facts of this case. In 1994, Tingey represented Haisch in a Grant County Superior Court lawsuit. They did not enter into a written fee agreement. Tingey regularly invoiced Haisch for legal services on an hourly fee basis, and Haisch paid the invoices through June 1994. Tingey completed legal representation of Haisch in December 1994.

¶4 More than three years later, Tingey initiated a collection action against Haisch, alleging Haisch owed him in excess of $20,000 for legal services rendered plus interest accrued.³ The trial court denied Haisch’s motion to dismiss the action as time-barred by the three-year oral contract limitation of RCW 4.16.080(3). The trial court granted partial summary judgment to Tingey, ruling that the applicable statute of limitation for the action was six years. After Tingey prevailed on the merits in a bench trial, Haisch appealed the summary judgment ruling only.

¶5 The Court of Appeals, Division Three, reversed. Tingey v. Haisch, 129 Wn. App. 109, 117 P.3d 1189 (2005). After finding the term “account receivable” to be ambiguous, the Court of Appeals held that “ ‘account receivable’ in RCW 4.16.040(2) refers to an ‘open account,’ that is ‘[a]n account that is left open for ongoing debit and credit entries by two parties and that has a fluctuating balance until either party finds it convenient to settle and close.’ ” Tingey, 129 Wn. App. at 117, ¶ 18 (quoting Black’s Law Dictionary 20 (8th ed. 2004) (defining “open account,” a subdefinition within the definition of “account”)). Based on this definition, the Court of Appeals held that the six-year limitation for accounts receivable did not apply to Tingey’s claim for attorney fees. Id. We granted Tingey’s petition for review. Tingey v. Haisch, 156 Wn.2d 1035, 134 P.3d 1171 (2006).

II. ISSUE

¶6 Does the RCW 4.16.040(2) six-year limitation for an “action upon an account receivable incurred in the ordinary course of business” provide the limitation in an action to collect a balance owed by a client to an attorney for legal services performed on behalf of the client on an hourly fee basis without a written fee agreement?

III. ANALYSIS

f 7 The trial court ruled on summary judgment that the RCW 4.16.040(2) six-year account receivable limitation governed Tingey’s action to recover attorney fees. This court reviews rulings on summary judgment de novo. Berrocal v. Fernandez, 155 Wn.2d 585, 590, ¶ 5, 121 P.3d 82 (2005). To resolve this matter, we must ascertain the meaning of “account receivable” as used in RCW 4.16-.040(2). We also review issues of statutory interpretation de novo. Berrocal, 155 Wn.2d at 590, ¶ 5.

A. Plain language analysis supplies the meaning of “account receivable” as used in RCW 4.16.040(2)

¶8 A court’s objective in construing a statute is to determine the legislature’s intent. State v. Jacobs, 154 Wn.2d 596, 600, ¶ 7, 115 P.3d 281 (2005). “ ‘[I]f the statute’s meaning is plain on its face, then the court must give effect to that plain meaning as an expression of legislative intent.’ ” Id. (alteration in original) (quoting Dep’t of Ecology v. Campbell & Gwinn, LLC, 146 Wn.2d 1, 9-10, 43 P.3d 4 (2002)). A statutory provision’s plain meaning is to be discerned from the ordinary meaning of the language at issue, the context of the statute in which that provision is found, related provisions, and the statutory scheme as a whole. Id. A provision that remains susceptible to more than one reasonable interpretation after such an inquiry is ambiguous, and a court may then appropriately employ tools of statutory construction, including legislative history, to discern its meaning. Campbell & Gwinn, 146 Wn.2d at 12.

¶9 Prior to 1989, an action upon an oral contract was subject to the former RCW 4.16.080(3) (1937) three-year statute of limitations.⁴ This limitation encompassed a claim for attorney fees where there was no written fee agreement. Hart v. Day, 17 Wn. App. 407, 413, 563 P.2d 227 (1977). In 1989, the legislature amended RCW 4.16.040, the six-year statute of limitations, adding as a new category “action [s] upon an. account receivable incurred in the ordinary course of business.”⁵ Laws of 1989, ch. 38, § 1. The legislature simultaneously amended RCW 4.16.080(3), creating an exception to the three-year limitation on oral contracts for actions upon accounts receivable.⁶ Laws of 1989, ch. 38, § 2. In making these changes, the legislature did not define “account receivable.”⁷

¶10 When a term has a well-accepted, ordinary meaning, a regular dictionary may be consulted to ascertain the term’s definition. City of Spokane ex rel. Wastewater Mgmt. Dep’t v. Dep’t of Revenue, 145 Wn.2d 445, 454, 38 P.3d 1010 (2002). When a technical term is used in its technical field, the term should be given its technical meaning by using a “technical rather than a general purpose dictionary” to resolve the term’s definition. Id.

¶11 The legislature modified “account receivable” with “incurred in the ordinary course of business.” RCW 4.16.040(2). This statutory context suggests that the legislature intended to use the term in a technical business sense. Used as a term of art in the accounting and finance sectors, “accounts receivable” means “amounts due [a business] on account from customers who have bought merchandise or received services.” Joel G. Seigel & Jae K. Shim, Dictionary of Accounting Terms 11 (3d ed. 2000). Consistent with the legislature’s usage, the Dictionary of Accounting Terms’ technical definition of “accounts receivable” is likewise restricted to a business setting.

¶12 The term “account receivable” appears elsewhere in the Revised Code of Washington more than 10 times and is nowhere defined.⁸ The legislature makes it apparent through this pattern of use that it considers the term “account receivable” to have a plain meaning. Obtaining the definition of “account receivable” from a technical business dictionary is consistent with plain meaning analysis. The technical definition for “account receivable,” as “an amount due a business on account from a customer who has bought merchandise or received services,” is the appropriate definition to read into RCW 4.16.040(2). The attorney fees owed to Tingey, for which he regularly invoiced Haisch, satisfy this meaning of “account receivable.”

¶13 The dissent states that under our definition “all oral contracts for goods and services in the ordinary course of business have a six-year statute of limitation.” Dissent at 669. The dissent suggests, therefore, that our definition renders the term account receivable superfluous, contrary to established principles of statutory interpretation. Id. However, our definition of “account receivable” is considerably more narrow than the dissent represents. Our definition identifies the parties to the contract (a customer and a business) and the character of the transaction (a purchase by the customer). It requires the business to have completed performance (customer has bought or received the merchandise or services). It specifies the monetary nature of the remaining obligation (an amount due). Only oral contracts exhibiting all of these characteristics garner the account receivable six-year limitation.⁹

f 14 Both the Court of Appeals and the dissent deem the term “account receivable” to be ambiguous. Tingey, 129 Wn. App. at 114-15, ¶ 11; dissent at 668. The Court of Appeals based its determination in part on the fact that “account receivable” appears in a variety of contexts, from which it concluded that the term “has different meanings depending upon the context.”¹⁰ Tingey, 129 Wn. App. at 114, ¶ 10. However, while “account receivable” is used in a wide variety of settings, close examination reveals that our definition encompasses the meaning of the term in those contexts.¹¹ Moreover, the use of “account receivable” in a broad range of business-related contexts supports the term having a well-accepted technical meaning.

¶15 The Court of Appeals also identified that “whether or not a particular debt constitutes an account receivable may be a factual question.” Id. at 114, ¶ 10. While accurate, this observation is not relevant to a plain language analysis of “account receivable.” The meaning of “account receivable” as used in RCW 4.16.040 is a question of law. It must be resolved before applying the definition to a particular set of facts to determine whether a specific debt constitutes an “account receivable.”

f 16 Having found “account receivable” to be ambiguous, the Court of Appeals and the dissent resort to legislative history, from which they determine the intended meaning of “account receivable” to be an “open account.” Tingey, 129 Wn. App. at 117, ¶ 18; dissent at 669-71. Although we do not find “account receivable” to be ambiguous, we examine the legislative history of RCW 4.16.040(2)¹² to demonstrate that it is inconsistent with the legislature’s intending the term “account receivable” to mean “open account.”

¶17 The dissent derives from the legislative history that “the bill was passed with the intent of limiting the definition of account receivable to open accounts.” Dissent at 671. This assertion is inconsistent with revision of the bill’s language from “balance due upon a mutual, open, and current account, the items of which are in writing,” S.B. 5213, 51st Leg., Reg. Sess. (Wash. 1989), to “[a]n action upon an account receivable incurred in the ordinary course of business.” Substitute S.B. 5213, 51st Leg., Reg. Sess. (Wash. 1989). We agree with the dissent that by replacing “ ‘the items of which are in writing’ ” with “ ‘in the ordinary course of business,’ ” “the legislature intended to expand the scope ... to instances where a business’ ordinary practices may not include writing down the terms of the account.” Dissent at 671 (quoting S.B. 5213, supra; Substitute S.B. 5213, supra). But we find implausible the dissent’s contention that substituting “account receivable” for “ ‘mutual, open, and current account’ ” “do[es] not suggest. . . inten[t] to expand the six-year statute of limitations beyond open accounts.” Dissent at 671 (quoting S.B. 5213, supra). Retaining the open account language would be consistent with intending to limit the statute’s scope to open accounts. Replacing that language with “account receivable” indicates intent to expand the scope of the statute beyond open accounts.

¶18 The dissent, relying on a floor debate excerpt, additionally states, “Senator Bill Smitherman explained the term ‘account receivable’ meant just an open account, and the bill passed following his explanation.”¹³ Dissent at 670. However, the full context of the exchange reveals that after Senator Bill Smitherman provided his definition of account receivable, Senator Philip A. Talmadge proceeded to make further remarks. See dissent at 670 n.17; see also Senate Journal, 51st Leg., Reg. Sess., at 509 (Wash. 1989). Subsequently, “[f]urther debate ensued.” Senate Journal, supra, at 509. That the bill was not put directly to a vote following Senator Smitherman’s definition undermines the dissent’s implication that the senate responded to Senator Smither-man’s definition by passing the bill. One senator’s eight words during floor debate form a thin thread upon which to hang a legislative history analysis.

¶19 The bill’s revision supports the conclusion that the legislature intended the bill to broaden the circumstances under which business debt was subject to a six-year statute of limitations. Senator Talmadge expounded on how the “account receivable” language would affect oral contracts to which businesses were a party, and the bill nevertheless passed the senate later that day.¹⁴,¹⁵ The legislature’s intent is further evidenced by the evolution of the Senate Bill Report language.¹⁶ The legislative history supports the legislature’s intending “account receivable” to have a broader meaning than open account.

¶20 The plain meaning of “account receivable” in RCW 4.16.040(2) is an amount due a business on account from a customer who has bought merchandise or received services. Tingey seeks to collect a balance owed to his legal business by a client for legal services performed on behalf of that client. Tingey performed the services on an hourly fee basis at the request of the client, and the client was regularly invoiced for the amount owed in accordance with ordinary business practice. The term “account receivable” encompasses the balance which Tingey seeks to collect, an amount owed to him for legal services performed in the ordinary course of his business. The six-year limitation of RCW 4.16.040(2) for “[a]n action upon an account receivable incurred in the ordinary course of business” provides the statute of limitations in this action.

B. The plain meaning of “account receivable” is corroborated by the absence of an absurd result produced in RCW 4.16.040(2)

¶21 The Court of Appeals supported its finding that “account receivable” was ambiguous with the assertion that defining the term broadly produced an absurd result. Where the legislature provides no statutory definition and a court gives a term its plain and ordinary meaning by reference to a dictionary, the court “will avoid literal reading of a statute which would result in unlikely, absurd, or strained consequences.” Fraternal Order of Eagles, Tenino Aerie No. 564 v. Grand Aerie of Fraternal Order of Eagles, 148 Wn.2d 224, 239, 59 P.3d 655 (2002). A reading that produces absurd results must be avoided because “ ‘it will not be presumed that the legislature intended absurd results.’” State v. J.P., 149 Wn.2d 444, 450, 69 P.3d 318 (2003) (quoting State v. Delgado, 148 Wn.2d 723, 733, 63 P.3d 792 (2003) (Madsen, J., dissenting)). The outcome of plain language analysis may be corroborated by validating the absence of an absurd result. Where an absurd result is produced, further inquiry may be appropriate.

¶22 The Court of Appeals concluded that interpreting “account receivable” “to encompass all business debt” produced absurd results. Tingey, 129 Wn. App. at 115, ¶ 12. The court suggested that the “account receivable” exception to the RCW 4.16.080(3) three-year limitation on oral contracts would “swallow [] the remainder of the statute. Business owners would no longer need to enter into written contracts to benefit from a six-year statute of limitations because RCW 4.16.040(2) would essentially convert all of their business debt into accounts receivable.” Id.

¶23 As the Court of Appeals noted, the impact on actions to collect business debt is significant, but substantial effect is not equivalent to an absurd result. Incorporating the technical definition of “account receivable” does except from the three-year limitation any action brought by a business to collect an amount due on account from a customer who has bought merchandise or received services in the ordinary course of business. The exception does not swallow the rule, however, because oral contracts between two private parties are still governed by the three-year limitation of RCW 4.16.080(3). Moreover, it is clear that the legislature considered the impact of the “account receivable” provision on the oral contract limitation because it amended that provision of former RCW 4.16.080(3) when it amended RCW 4.16.040(2).

¶24 By contrast, as noted by Tingey, a more narrow definition of “account receivable” would produce a truly absurd, unworkable result. The appropriate statute of limitation in a collection action for attorney fees cannot reasonably turn on a fact-specific inquiry into the accounting and billing practices of the attorney, the transactional characterization of the legal services provided, and the client’s history of payments on the account. Such a definition would produce a significant volume of litigation as parties attempted to determine precisely what accounting practices were required to benefit from the six-year limitation. The ramifications would extend well beyond attorney-client fee collection actions to other professional service providers, as well as general businesses.

¶25 Defining “account receivable” as “an amount due a business on account from a customer who has bought merchandise or received services” does not produce an absurd result. A more limiting definition of “account receivable” would. The absurd result test corroborates the meaning of “account receivable” arrived at through plain meaning analysis.

IV. CONCLUSION

f 26 We hold that the plain meaning of “account receivable” as used in RCW 4.16.040(2) is “an amount due a business on account from a customer who has bought merchandise or received services.” This meaning encompasses a balance owed by a client to an attorney for legal services performed on behalf of the client on an hourly fee basis without a written fee agreement. RCW 4.16.040(2)’s six-year limitation for an action upon an account receivable incurred in the ordinary course of business applies to Tingey’s action to collect attorney fees from Haisch. We reverse the Court of Appeals and reinstate the trial court’s ruling on summary judgment that the six-year limitation applies.

Alexander, C.J., and Sanders, Bridge, Owens, and J.M. Johnson, JJ., concur.

Madsen, J., concurs in the result.

1 RCW 4.16.040(2) provides that “[a]n action upon an account receivable incurred in the ordinary course of business” shall commence within six years.

2 RCW 4.16.080(3) provides that “[e]xcept as provided in RCW 4.16.040(2), an action upon a contract or liability, express or implied, which is not in writing, and does not arise out of any written instrument” shall commence within three years.

3 United Collection Services, Inc., initially filed suit against Haisch on Tingey’s behalf. Following mandatory arbitration, which resulted in an award to Haisch, United requested a trial de novo and Tingey was substituted as real party in interest.

4 Former RCW 4.16.080(3) provided that “[a]n action upon a contract or liability, express or implied, which is not in writing, and does not arise out of any written instrument” shall be commenced within three years.

5 RCW 4.16.040 provides:

The following actions shall be commenced within six years:

(1) An action upon a contract in writing, or liability express or implied arising out of a written agreement.

(2) An action upon an account receivable incurred in the ordinary course of business.

(3) An action for the rents and profits or for the use and occupation of real estate.

6 As revised, RCW 4.16.080(3) provides that “[e]xcept as provided in RCW 4.16.040(2), an action upon a contract or liability, express or implied, which is not in writing, and does not arise out of any written instrument” shall be commenced within three years. (Emphasis added.)

7 The dissent announces its preference for statutory definitions, dissent at 667, and “appeal [s] to the legislature to . . . clearly define ‘account receivable’ for RCW 4.16.040(2).” Dissent at 674. Greater statutory clarity is always preferable. However, this court’s duty does not stop at merely requesting remedial legislative action. We must discern what the legislature intended by the statutory language that it did enact.

8 See, e.g., RCW 7.60.100; RCW 13.40.060; RCW 28A.320.080; RCW 41.50.160; Title 60 RCW; RCW 70.105D.020; Title 82 RCW.

9 These characteristics likewise would determine whether the hypothetical transactions of the dissent’s imaginary dairy farmer would constitute accounts receivable. Dissent at 667.

10 The dissent agrees. Dissent at 668.

11 For instance, examining illustrations advanced by the Court of Appeals, in the “sale and valuation of businesses,” Tingey, 129 Wn. App. at 114, ¶ 10, “account receivable” referred to the outstanding fees owed to a law firm for professional services rendered. In re Marriage of Nichols, 27 Cal. App. 4th 661, 33 Cal. Rptr. 2d 13, 17-18 (1994). In “priority disputes between secured parties,” Tingey, 129 Wn. App. at 114, ¶ 10, “account receivable” is defined as “ ‘any right to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper.’ ” Rocky Mountain Ass’n of Credit Mgmt. v. Hessler Mfg. Co., 37 Colo. App. 551, 553 P.2d 840, 843 (1976) (quoting Colo. Rev. Stat. § 4-9-106 (1973)). Where an “account receivable” is the “balance owed on ... an unsettled account,” Tingey, 129 Wn. App. at 114, ¶ 10, “account” is “generally defined as an unsettled claim or demand, by one person against another, which creates a debtor-creditor relationship between them.” 1 Am. Jur. 2d Accounts & Accounting § 1, at 620-21 (2005). These usages are not inconsistent with an account receivable being an amount due a business on account from a customer who has bought merchandise or received services.

12 ROW 4.16.040(2) was amended in the 1989 legislative session. Laws of 1989, ch. 38, § 1. For consistency, we adopt the dissent’s practice of referring to this legislation, introduced as Senate Bill 5213 and later revised, as “the bill.” See S.B. 5213, 51st Leg., Reg. Sess. (Wash. 1989); Substitute S.B. 5213, 51st Leg., Reg. Sess. (Wash. 1989).

13 Senator Smitherman: “ T believe it’s just an open account, Senator.’ ” Senate Journal, 51st Leg., Reg. Sess., at 509 (Wash. 1989).

14 Senator Talmadge remarked, in part:

“[T]he problem is, if I enter into an oral contract with you, that’s something that’s a three year statute of limitations now and a three year statute of limitations under this bill. If I enter into an oral contract with you and you go back to your business and you say, ‘ “Well, I think I will carry that on my books,” ’ and you treat it as an account receivable, then it’s something that would carry with it a six year statute of limitations.”

Senate Journal, supra, at 509.

15 The dissent suggests that, upon hearing Senator Smitherman’s definition, Senator Talmadge “offered a more expansive definition similar to the definition the majority adopts [and t]hat expansive definition lost.” Dissent at 672. Close reading of Senator Talmadge’s remarks reveals that, rather than proposing a definition, he was warning the senate that the problem with the bill was its broader definition of account receivable. Despite Senator Talmadge’s warning, as the dissent notes, no changes were made and the bill was passed. Id.

16 The Senate Bill Report that initially accompanied the bill when it failed to pass the senate on March 2, 1989, Senate Journal, supra, at 488, stated “that the statute of limitations should be extended to six years for all actions based on an open and current account, which is in writing.” S.B. Rep. on S.B. 5213, supra (emphasis added). Upon reconsideration the following day, the bill passed, Senate Journal, supra, at 509, accompanied by a revised Senate Bill Report that “suggested that the statute of limitations should be extended to six years for all actions based on an account receivable.” S.B. Rep. on Substitute S.B. 5213, supra (emphasis added).

The House Bill Report indicated that “[t]he statute of limitations is set at six years for an account receivable incurred in the ordinary course of business. This six-year period applies whether or not the account receivable is based on a written contract.” H.B. Rep. on Substitute S.B. 5213, supra (emphasis added).