Wash. Court of Appeals published opinion — D2 59088-3-II Published Opinion.pdf

Citation: Wash. Court of Appeals published opinion — D2 59088-3-II Published Opinion.pdf
Jurisdiction: Washington (state)
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Original Source: https://www.courts.wa.gov/opinions/pdf/D2%2059088-3-II%20Published%20Opinion.pdf ↗

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deposit “shall be released to [ECM] . . . provided that [ECM]’s obligation to return the Deposit to

[LGI], to the extent required to do so under this [PSA], shall be secured by a mortgage lien against

the [Property] in the form of the Deed of Trust attached hereto.” CP at 93.

In the event that ECM breached the PSA, LGI could select one of two remedies.

Specifically, the PSA stated that LGI

shall have the right to elect either of the following remedies: (i) to terminate this
[PSA] and receive (a) reimbursement from [ECM] for its reasonable out-of-pocket
expenses incurred in investigating the Property, not to exceed $25,000 and (b)
return of the Deposit (except to the extent previously applied to the Phase I
Purchase Price), . . . or (ii) to take any and all legal actions necessary to compel
[ECM]’s specific performance hereunder . . . provided that if the remedy of specific
performance is unavailable then [LGI] shall be entitled to seek any remedies
available at law or equity.

CP at 107.

In August 2018, LGI and ECM recorded a Deed of Trust (LGI Deed)

for the purpose of securing performance of [ECM]’s obligation to refund to [LGI]
the Deposit (as defined in that certain [PSA] dated May 10, 2018 . . . by and between
[ECM], as seller, and [LGI], as buyer), such Deposit being in the amount of
$1,621,000, if and to the extent [ECM] is required to do so under the terms of such
[PSA].

CP at 347. LGI and ECM listed the land securing the LGI Deed in an attachment. The attachment

shows that the LGI Deed created a security interest only in the Phase 1 property.2 The entire

deposit was released to ECM.