Wash. Court of Appeals published opinion — D2 60254-7-II Published Opinion.pdf

8.3 MANAGER’S AUTHORITY TO FILE RETURNS: [AMC] shall
do and perform all acts required of an employer with respect to the Project and shall
execute and file all tax and other returns required under the applicable federal, state
and local laws, regulations and/or ordinances governing employment, and all other
statements and reports pertaining to labor employed in connection with the Project
and under any similar federal or state law now or hereafter in force. In connection
with such filings, Owner shall, upon request, promptly execute and deliver to
[AMC] all necessary powers of attorney, notices of appointment and the like.
Owner shall be responsible for all amounts required to be paid under the foregoing
laws, and [AMC] shall pay the same from the operating account.

CP at 362.

The PMA also states that AMC acts as an independent contractor and that AMC “shall act

in a fiduciary capacity” with respect to the Owners’ interests and assets. CP at 363. Additionally,

“[e]xcept as provided herein, neither party shall have the power to bind or obligate the other party

and [AMC] shall not have any rights, duties, powers or obligations except those expressly set forth

in this agreement.” CP at 363. Further, the PMA provides: “Except as specifically set forth in this

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No. 60254-7-II

Agreement, [AMC] shall not act as the agent of Owner; and except as provided in this Agreement,

Owner shall not act as the principal of [AMC].” CP at 363.

2. AMC’s Employee Structure and Hiring

Within AMC, regional property managers1 manage portfolios of multiple properties. The

regional managers generally work at AMC headquarters, a regional office, or remotely. The