Robert Siclair & Lea Siclair v. Washington Outpatient Rehabilitation, LLC, et al

IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
DIVISION THREE
ROBERT SICLAIR and LEA SICLAIR,
and their marital community,
Appellants,
v.
WASHINGTON OUTPATIENT
REHABILITATION, LLC, a Washington
limited liability company,
Respondent,
JULIANNE E. ALFORD and SCOTT
ALFORD, and their marital community;
and PETE TEEPLE, et ux., and their
marital community,
Defendants.
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No. 38931-6-III
UNPUBLISHED OPINION
PENNELL, J. — Robert and Lea Siclair petitioned for the judicial dissolution
of Washington Outpatient Rehabilitation, LLC (WOR), a physical therapy company
co-owned by Mr. Siclair. Eventually, the trial court appointed a general receiver for the
purpose of winding up the company. The Siclairs appeal from an order sustaining the
receiver’s objection to a proof of claim and imposing sanctions under CR 11. We affirm.
FILED
JULY 23, 2024
In the Office of the Clerk of Court
WA State Court of Appeals, Division III

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FACTS
After a 2013 merger, Robert Siclair, Julianne Alford, and Pete Teeple co-owned
WOR, a manager-managed limited liability company (LLC), as equal members.
Ms. Alford’s husband, Scott Alford, managed WOR.
In 2019, the Siclairs petitioned for a judicial dissolution of WOR and a winding
up of its business activities. The petition named WOR, Mr. Teeple, and the Alfords as
respondents. The Siclairs also claimed the Alfords had taken “improper distributions”
and sought “[r]ecovery by the Company of any amounts owed.” 1 Clerk’s Papers (CP) at 7
(emphasis added); see RCW 25.15.236(1) (providing that members and managers of
LLCs are “personally liable to the limited liability company” for improper distributions).
After nearly 16 months of acrimonious litigation, Mr. Teeple and the Alfords
moved in the trial court for appointment of a general receiver for WOR. They argued
a receivership was authorized under former RCW 7.60.025(1)(t) (2019), which permits
the appointment of a receiver “[i]n an action for or relating to dissolution” of an LLC.
Mr. Teeple and the Alfords contended the appointment of a receiver was necessary and
1 The substance of the Siclairs’ allegations against Mr. Teeple and the Alfords are
not especially relevant to our decision, given they are not parties to this appeal. By way of
summary, we note the Siclairs essentially alleged the Alfords deceptively siphoned money
from WOR and unfairly deprived Mr. Siclair of equal compensation.

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that no reasonable alternative to receivership existed. They noted that WOR would soon
have no employees and explained the matter “has been so rife with discord and
disagreement that any effort to have any party or parties conduct the winding up would
near certainly result in further allegation and litigation.” CP at 707.
The Siclairs opposed the appointment of a receiver. They contended the proposed
receivership was a ploy to delay trial, and unnecessary because WOR was not insolvent.2
After a hearing, the trial court granted the motion and appointed John Munding as
general receiver. At the hearing, the court and counsel for Mr. Teeple and the Alfords
apparently alleviated the Siclairs’ concern that trial regarding their claims against these
individuals would be delayed. The trial court addressed the Siclairs’ counsel:
Julianne Alford and Pete Teeple . . . are all done basically with this
company at the end of the month. I guess my question is who is going to run
it.
I know . . . you are objecting to that, and maybe we can start with
that . . . . [C]onsidering the discord between the parties, why wouldn’t a
receiver . . . be the most appropriate considering all the allegations . . . ?
Rep. of Proc. (RP) (Mar. 26, 2021) at 5. The Siclairs’ attorney reiterated his clients’
opposition, positing that the receiver’s appointment would “effectively stay” a trial on
2 Insolvency is an independent basis for a receivership. See RCW 7.60.025(1)(i).
But insolvency is not a requirement for the appointment of a receiver. See, e.g., former
RCW 7.60.025(1)(t) (authorizing the appointment of a receiver in any “action for
or relating to dissolution of [a business entity],” and not mentioning insolvency).

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the Siclairs’ claims against the Mr. Teeple and the Alfords. Id. But counsel for Mr. Teeple
and the Alfords explained that his clients were not seeking a stay, and informed the court
that the claims against his clients “can and should proceed.” Id. at 6.
Amidst extensive discovery and motions practice, Mr. Teeple and the Alfords
moved for partial summary judgment, seeking to limit the scope of the Siclairs’ claims
based on the statute of limitations. The trial court mostly agreed with Mr. Teeple and
the Alfords. The court held a two-year statute of limitations applied to the Siclairs’ claims
for improper distributions.3
In a general receivership, claims against property of the estate must be “deliver[ed]
to the general receiver.” RCW 7.60.210(2). In a proof of claim dated March 31, 2021,
the Siclairs sought $218,000 from WOR. CP at 1681-83. The basis for the claim was
described as Mr. Siclair’s one-third property interest in WOR. Id. at 1681. The Siclairs
supported this claim with hundreds of pages of documents supporting their allegations of
improper distributions taken by the Alfords. See id. at 1684-1778, 1796-1814, 1901-2012.
Two months later, the Siclairs submitted an amended proof of claim to the
receiver. The amended proof of claim sought “approx[imately] $500,000,” and was
3 The court also held a three-year statute of limitations would apply to any claims
where the Siclairs could prove an improper distribution was “concealed . . . through one
or more affirmative factual misrepresentations.” CP at 2565.

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supported by the same documentation as the initial proof of claim. CP at 2701--03. The
Siclairs in a separate proof of claim form stated the basis for their claim: “See attached +
previously submitted. This Receivership appears to be a scam aimed only at defrauding
Robert + Lea Siclair.” Id. at 2706. The Siclairs also asserted the full amount was a
“secured claim.” Id. Under a prompt asking for a description of the purported security
interest, the proof of claim simply stated: “Stolen under false Pretenses. Lied to conceal
it. Owed back to LLC by individuals Scott Alford, Julianne Alford and Pete Teeple.” Id.
The Siclairs also checked boxes alleging that they had unsecured claims for employee
wages and taxes owed to the government. The Siclairs did not provide an amount for
either of these latter claims; instead, stating that the amounts were “[b]eing calculated.”
Id. at 2707.
The receiver objected to the amended proof of claim 4 and requested CR 11
sanctions be imposed on the Siclairs and their counsel. The receiver argued the allegation
of a scam breached decorum; noted that the Siclairs had failed to state a valid debt of
4 If a receiver fails to object to a proof of claim, the claim will be allowed and must
be paid without further inquiry into its validity. See RCW 7.60.210(4) (providing that
“[a] claim” served upon a receiver “constitutes prima facie evidence of the validity and
amount of the claim”); RCW 7.60.220(1) (providing that “[c]laims properly served upon
the receiver and not disallowed by the court are entitled to share in distributions from the
estate”).

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WOR; and contended the Siclairs’ purportedly unsecured employee wage and tax claims
were fictitious. See id. at 2977-81. In a response to the receiver’s objection, filed with
the trial court, the Siclairs insisted they had “provided . . . ample evidence to support”
a $500,000 claim against the estate. Id. at 3131.
At the hearing concerning the receiver’s objection to the proof of claim, the
Siclairs’ counsel explained, “We want to collect for [WOR] the money that [WOR] is
owed because of the wrongful distributions and then have that returned to the company.”
RP (Mar. 4, 2022) at 33-34. The Siclairs’ counsel argued the claim was justified based on
Mr. Siclair’s “[o]ne-third property interest,” and clarified, “[W]e’re not saying [WOR]
owes $500,000.” Id. at 37. Moments later, the trial judge sought clarification: “For the
record, you’re withdrawing the May 31, 2021 claims of $500,000. . . . Correct?” Id. at 39.
The Siclairs’ counsel responded: “I don’t understand. Why would we be withdrawing
[it?] . . . [Y]eah, we have a claim . . . .” Id. at 40. Counsel apparently failed to apprehend
that the purpose of a proof of claim is to state a claim “against property of the estate.”
RCW 7.60.210(1) (emphasis added). A proof of claim is intended to state how much the
entity in receivership owes the purported creditor, not how much purported debtors—
here, the Alfords and Mr. Teeple—owe the entity in receivership. See id.

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The trial court sustained the receiver’s objection to the proof of claim, finding
that the Siclairs “failed to produce any evidence of a debt owed to them by [WOR] . . .
in any amount, let alone $500,000.” CP at 3177-78. The court concluded the proof of
claim “was signed and submitted . . . in violation of CR 11.” Id. at 3180. The amount of
sanctions was reserved for a future hearing. The trial court explained that the Siclairs’
claims against Mr. Teeple and the Alfords could still proceed to trial and that Mr. Siclair
would be entitled to one-third of any residue of the estate. See id. at 3179-80; RP (Mar. 4,
2022) at 44-49.
The Siclairs responded to the receiver’s subsequent motion to calculate sanctions
by urging the trial court to reconsider its conclusion that they had violated CR 11. The
Siclairs argued that a proof of claim is not sanctionable under CR 11 because it is not a
“‘pleading, motion, or legal memorandum,’” relying on this court’s decision in Clare v.
Telquist McMillen Clare PLLC. See 20 Wn. App. 2d 671, 682-86, 501 P.3d 167 (2021)
(agreeing with trial court’s conclusions that a standalone declaration and a witness
disclosure statement were not sanctionable under CR 11). The court rejected the Siclairs’
argument and imposed sanctions on them and their counsel in the amount of $9,787.50.
In May 2022, the Siclairs, Mr. Teeple, and the Alfords negotiated a settlement.
They represented to the court that they “ha[d] resolved all issues between and among

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them” and “stipulate[d] to the dismissal of all claims and issues between/among them,
with prejudice and without any award of costs or fees to any of the Individual Parties.”
CP at 3205. Although the litigation among the individual parties ended, they further
stipulated that “this stipulated dismissal is not intended to and shall not be construed to
dismiss the Receivership aspects of this matter, which shall continue until the wind-up
and dissolution of [WOR] is complete.” Id. at 3205-06. The court accepted the individual
parties’ stipulation and ordered the Siclairs’ claims dismissed with prejudice.
Following entry of the stipulated order of dismissal, the Siclairs filed a notice of
appeal.5 The notice stated the Siclairs were appealing the trial court’s order sustaining the
receiver’s objection to their proof of claim. The receiver moved to dismiss the appeal,
arguing it was untimely and frivolous. A commissioner of this court rejected those
arguments, but raised another question: whether the appeal was premature given that the
receivership was still proceeding in the trial court. After considering additional briefing,
the commissioner ruled the matter was appealable under RAP 2.2(a)(3).
5 In a letter from their attorney, the Siclairs informed this court that the Alfords and
Mr. Teeple would not be parties to this appeal. See Letter from William C. Schroeder,
Siclair v. Wash. Outpatient Rehab., LLC, No. 38931-6-III (Wash. Ct. App. Jul. 20, 2022)
(informing this court that the receiver is the only proper respondent here because “[t]he
Siclairs . . . have a mediated settlement agreement with the individual defendants, and all
claims among those parties have been dismissed by stipulation”).

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While the appealability proceedings were taking place in this court, the receiver
moved in the trial court for an order approving his final report and final accounting,
winding up the estate, and discharging him. The Siclairs opposed the motion, arguing
that the court lacked authority to enter such an order under RAP 7.2 due to the pending
appeal. The trial court granted the receiver’s motion over the Siclairs’ objection. The
Siclairs timely appealed that order. We address that second appeal in a separate opinion.
ANALYSIS
Appointment of the receiver
The Siclairs contend the trial court erred by appointing the receiver. We decline
review of this question because it is moot.
We may raise the issue of mootness sua sponte. In re Det. of C.W., 105 Wn. App.
718, 723, 20 P.3d 1052 (2001). An issue becomes moot when we are no longer capable of
providing effective relief. See State v. Beaver, 184 Wn.2d 321, 330, 358 P.3d 385 (2015).
“An appeal without a remedy is moot.” MONY Life Ins. Co. v. Cissne Fam. LLC, 135 Wn.
App. 948, 952, 148 P.3d 1065 (2006).
This is plainly “[a]n appeal without a remedy.” Id. We are aware of one remedy for
an improperly appointed receiver: assessment of “all of the receiver's fees and other costs
of the receivership and . . . any other sanctions the court determines to be appropriate”

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against the party who procured appointment of the receiver. RCW 7.60.290(5). The
Siclairs have identified no other remedy. But we may not order that remedy here. The
receiver’s appointment was “procured” by the Alfords and Mr. Teeple. Id. In the trial
court, the Siclairs stipulated they had no remaining claims against the Alfords and
Mr. Teeple. And the Siclairs’ counsel affirmatively told this court that the Alfords and
Mr. Teeple were not proper parties to this appeal. Consequently, we have no briefing
from the Alfords and Mr. Teeple, the parties who would be liable if the Siclairs’
arguments on this issue carried the day. Thus, even if we were inclined to credit the
Siclairs’ arguments on this issue, we would be incapable of ordering effective relief.
We are generally obliged to decline review of moot questions. See Heritage Grove
v. Dep’t of Health, 11 Wn. App. 2d 406, 412, 453 P.3d 1022 (2019). Thus, we decline
review of this question given that it is “purely academic.” Sessom v. Mentor, 155 Wn.
App. 191, 195, 229 P.3d 843 (2010).
Partial summary judgment
The Siclairs contend the trial court erred by relying on the statute of limitations to
summarily dismiss a portion of their claims against the Alfords and Mr. Teeple. Again,
because the Alfords and Mr. Teeple are not parties to this appeal, we cannot provide

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effective relief on this claim. We therefore decline review of the propriety of the summary
judgment order on the basis of mootness.
Order granting receiver’s first monthly notice of intent to pay compensation
and reimburse expenses
The Siclairs timely objected to the receiver’s first notice of intent to pay
compensation and reimburse expenses. The Siclairs did not clearly articulate any doubts
about the reasonableness of the costs and time the receiver claimed he had invested.
Rather, it appears the Siclairs were inartfully advancing arguments for the receiver’s
disqualification.6 See CP at 2611 (claiming the receiver’s alleged bias “begs the
existential question for the Receivership itself”). But the Siclairs did not formally request
the receiver’s removal; they only asked that “compensation . . . be denied.” Id. The trial
court granted the receiver’s request for compensation and reimbursement.
Although the Siclairs assign error to this order, the argument section of their
opening brief does not contain any discussion obviously relating to it, aside from their
generalized frustration with the existence of the receivership altogether which, again, is a
frustration we cannot remedy. Assignments of error lacking sufficient argument and
6 For instance, the Siclairs alleged the receiver had a conflict of interest and was
biased in favor of the Alfords.

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citation to authority do not merit our review. See Christian v. Tohmeh, 191 Wn. App. 709,
727-28, 366 P.3d 16 (2015) (citing RAP 10.3(a)(6)).
Order granting receiver’s motion for authorization to accept capital
contributions and assign property of the estate
The Siclairs assign error to a trial court order authorizing the receiver to accept
capital contributions from WOR’s former members and distribute property of the estate:
namely, four season tickets to Gonzaga University men’s basketball team games.
The Siclairs appear to believe the trial court should have allowed WOR’s former
members to figure out amongst themselves how to distribute the tickets rather than letting
the receiver sell WOR’s tickets to its former members. We decline review of this
assignment of error because it is unsupported by “reasoned argument” in the Siclairs’
briefing. Id. at 728.
Order sustaining receiver’s objection to proof of claim
The Siclairs contend the trial court erred by sustaining the receiver’s objection to
their proof of claim. The parties disagree over what standard of review we should apply.
The Siclairs urge us to exercise de novo review, while the receiver posits we should
review the trial court’s decision for abuse of discretion. We note Division One of this
court recently opined that we should “review the trial court’s rulings regarding [a]
receivership that . . . disallow claims . . . for an abuse of discretion.” In re Receivership

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of Applied Restoration, Inc., 28 Wn. App. 2d 881, 891, 539 P.3d 837(2023). We refrain
from opining on the proper level of appellate scrutiny because under any standard of
review the trial court did not err.
In a general receivership, a proof of claim must state a “claim[] . . . against
property of the estate.” RCW 7.60.210(1) (emphasis added). As such, any proofs of claim
submitted to Mr. Munding were required to state a debt owed by WOR. By submitting
a proof of claim to Mr. Munding alleging they were owed $500,000, the Siclairs formally
claimed WOR owed them $500,000. And if Mr. Munding had not objected,
the receivership estate would have been obliged to pay the Siclairs that sum. See
RCW 7.60.210(4) (providing that “[a] claim” served on a receiver “constitutes prima
facie evidence of the validity and amount of the claim”); RCW 7.60.220(1) (providing
that “[c]laims properly served upon the receiver and not disallowed by the court are
entitled to share in distributions from the estate”).
But the Siclairs’ counsel supported their proof of claim—against WOR—with
nothing more than the same evidence proffered by the Siclairs in their suit against the
Alfords and Mr. Teeple. To be sure, if the Siclairs had prevailed in that suit, the Alfords
and Mr. Teeple would have been “personally liable to the limited liability company”
for any improper distributions. RCW 25.15.236(1). And Mr. Siclair would have been

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entitled to one-third of the money recovered by the LLC in that suit—assuming any was
left over after all of WOR’s creditors were paid off. 7 See RCW 7.60.230(2) (requiring a
general receiver to pay “any residue . . . to the person over whose property the receiver is
appointed” after “all of the classes” of creditors have been satisfied). But by submitting
their proof of claim, the Siclairs wrongly asserted that the purported debt owed by the
Alfords and Mr. Teeple to WOR was a debt owed by WOR to the Siclairs. That is not what
a proof of claim is for. The purpose of a proof of claim is to state how much an LLC in
receivership owes a purported creditor, not to state how much purported debtors owe the
LLC. See RCW 7.60.210(1).
Moreover, the specifics of the Siclairs’ proof of claim were facially meritless.
First, the purported “[b]asis” for the Siclairs’ claim against WOR was that the
receivership was “a scam.” CP at 2706. The Siclairs furnished no factual proof of
7 The Siclairs have repeatedly implied that, once a receiver was appointed, they
were required to submit their claim against the Alfords and Mr. Teeple to the receiver
rather than proceeding to trial. But at the March 2021 hearing where the receiver was
appointed, counsel for Mr. Teeple and the Alfords expressly stated that the improper
distribution claims against his clients “can and should proceed” to trial. RP (Mar. 26,
2021) at 6. Moments later, the trial court stated, “I won’t stay [trial against the individual
defendants]. We’ll continue to move forward . . . .” Id. at 8. From that point forward,
the court repeatedly contemplated an impending trial on the Siclairs’ claims against
Mr. Teeple and the Alfords. See id. at 55-56; RP (Apr. 29, 2021) at 83; id. at 123;
RP (Mar. 4, 2022) at 44-49.

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an ongoing scam, nor is it immediately clear to us how proof of a scam would logically
entitle the Siclairs to $500,000 from the estate. Next, the Siclairs asserted they had a
secured claim against WOR, but instead of identifying any collateral that secured a
purported debt of WOR, the Siclairs simply asserted that the Alfords and Teeple had
“stolen” money—from WOR, ostensibly—and “[l]ied to conceal it.” Id. Needless to say,
this does not establish a secured claim against WOR. Third, the Siclairs also asserted an
unsecured claim for employee wages, but such a claim would have been permissible only
if the wages were “earned by the claimant within one hundred eighty days” of the
receiver’s appointment. RCW 7.60.230(1)(d). Mr. Siclair had left the employ of WOR
much longer than 180 days prior to the receiver’s appointment, and Ms. Siclair never
worked for WOR. Finally, the Siclairs asserted an unsecured tax claim. But by definition,
such a claim may be made only by a “governmental unit[].” RCW 7.60.230(1)(g).
Based on the foregoing, the receiver properly objected to the Siclairs’ proof of
claim and the trial court properly sustained that objection.
CR 11 sanctions
The Siclairs contend the trial court erred by imposing CR 11 sanctions. We review
the trial court’s decision for abuse of discretion. Clare, 20 Wn. App. 2d at 681. A trial
court abuses its discretion when its order is based on untenable grounds or reasons, or is

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otherwise manifestly unreasonable. Gildon v. Simon Prop. Grp., Inc., 158 Wn.2d 483,
494, 143 P.3d 1196 (2006).
Under CR 11, an attorney’s signature on a document certifies that the attorney
has read the document and reasonably believes it has a factual basis, is supported by law
or a good faith argument for a change in the law, and is not advanced for an improper
purpose. Documents signed in violation of CR 11 are sanctionable, but not all documents
fall under the rule’s scope. By its own terms, the rule applies only to “pleading[s],
motion[s], and legal memorand[a]” signed by counsel for a party.8 CR 11(a). As we
recognized in Clare, this language is narrower than CR 11’s federal analogue, on which
our state rule is modeled. See 20 Wn. App. 2d at 682-84; see also Miller v. Badgley, 51
Wn. App. 285, 299 n.10, 300, 753 P.2d 530 (1988). The broader federal rule applies to
“[e]very pleading, written motion, and other paper.” Fed. R. Civ. P. 11(a) (emphasis
added). In Clare, we deduced that the narrower language in the state rule must have been
intentional, and affirmed a trial court’s denial of CR 11 sanctions in connection with a
8 A “pleading” is a complaint and answer to a complaint, including third-party
actions, a reply to a counterclaim, or an answer to a cross claim. CR 7(a). Motions are
written applications for a court order. See CR 7(b); Clare, 20 Wn. App. 2d at 682. A legal
memorandum is a written statement of a party’s legal arguments, usually in the form of a
brief. See Clare, 20 Wn. App. 2d at 682.

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stand-alone declaration, reasoning that the declaration was not a pleading, motion, or
legal memorandum. See 20 Wn. App. 2d at 677, 682-84.
The Siclairs contend their proof of claim was not sanctionable under CR 11
because a proof of claim—which need not be filed with any court—is neither a pleading
nor a motion or legal memorandum. See RCW 7.60.210(2) (providing that claims against
the property of a receivership estate “need not be filed”). The superior court found that
the proof of claim here “became a pleading,” ostensibly when the receiver objected to it.
CP at 3179.
The question of whether a proof of claim is sanctionable under CR 11 is a novel
question. But we need not answer it today because the trial court’s imposition of sanctions
is affirmable on an alternative theory. See Raab v. Nu Skin Enterprises, Inc., 28 Wn. App.
2d 365, 378, 536 P.3d 695 (2023) (“In reviewing a trial court’s ruling on a motion, we
may affirm on any basis supported by the record even if the trial court did not consider
the particular argument.”), review granted, 2 Wn.3d 1022, 544 P.3d 25 (2024).
Even if the Siclairs are correct that a proof of claim is not directly sanctionable
under CR 11, it does not follow from that assertion that courts are powerless to deter
frivolous claims in receivership actions. A receiver who objects to a proof of claim is
compelled by statute to note the objection for hearing before the trial court so that the

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court may enter an order sustaining or overruling the objection. See RCW 7.60.220(1).
By filing an objection to a would-be creditor’s proof of claim and noting the objection
for hearing before the trial court, a receiver seeks an order sustaining the objection and
therefore files a “motion,” which is subject to CR 11. See CR 7(b)(1) (“The requirement
of writing is fulfilled if the motion is stated in a written notice of hearing . . . .”).
Logically, any responsive memorandum or other filing—seeking an order overruling
the receiver’s objection—must also be signed in accordance with CR 11.
Thus, if a would-be creditor represented by counsel continues to defend a proof
of claim in court when answering a receiver’s objection, that answer will be subject to
CR 11 sanctions if, as here, the proof of claim itself was frivolous. Waiting until would-
be creditors formally answer a receiver’s objection to expose them to possible sanctions
conforms with the policy that trial courts should cautiously impose sanctions because of
potential chilling effects. See Skimming v. Boxer, 119 Wn. App. 748, 755, 82 P.3d 707
(2004). It gives the would-be creditor an “opportunity to mitigate the sanction by
amending or withdrawing the offending” proof of claim once the receiver has brought
the frivolity of the proof of claim to the would-be creditor’s attention. Biggs v. Vail, 124
Wn.2d 193, 198, 876 P.2d 448 (1994); see id. (explaining that, “[n]ormally, . . . prompt

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notice regarding a potential violation of [CR 11]” is preferred, because it fulfills CR 11’s
primary deterrent purpose).
The Siclairs opposed the receiver’s objection to their proof of claim in a filing with
the trial court, and their response echoes the defects in their proof of claim submissions to
the receiver. The Siclairs merely contended they had “provided Receiver ample evidence
to support their claim.” CP at 3131. This was not true. While the Siclairs may have
provided “ample evidence” of improper distributions taken by the Alfords from WOR,
they never explained how that evidence supported a claim against the property of the
receivership estate itself. Thus, the Siclairs’ response to the receiver’s objection was not
“well grounded in fact.” CR 11(a)(1). The Siclairs’ response to the receiver’s objection
also failed to abandon their unfounded employee wage and government tax claims,
despite the receiver’s objection pointedly explaining why these claims were necessarily
fictitious. Had the Siclairs responded to the receiver’s objection by withdrawing their
frivolous claim, they could potentially have avoided sanctions. But by sticking to these
assertions in their responsive memorandum filed in the trial court, the Siclairs violated
CR 11(a)(2) because the assertions were not “warranted by existing law or a good faith
argument” for modifying the law.

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The Siclairs also fault the trial court for not making any findings concerning the
reasonableness of their attorney’s prefiling investigation. See Bryant v. Joseph Tree, Inc.,
119 Wn.2d 210, 220, 829 P.2d 1099 (1992) (“[T]he court cannot impose CR 11 sanctions
unless it also finds that the attorney who signed and filed the [offending document] failed
to conduct a reasonable inquiry into the factual and legal basis of the claim.”). “[T]he
appropriate level of pre-filing investigation is to be tested by ‘inquiring what was
reasonable to believe at the time the pleading, motion or legal memorandum was
submitted.’” Biggs, 124 Wn.2d at 197 (quoting Bryant, 119 Wn.2d at 220).
The Siclairs are correct that the trial court should have entered findings regarding
their counsel’s prefiling investigation. But again, we can ultimately affirm the trial court
on any ground supported by the record. See Raab, 28 Wn. App. 2d at 378. It is abundantly
clear from the record that neither the Siclairs nor their attorney conducted a reasonable
investigation before opposing the receiver’s objection to the proof of claim. For instance,
even a cursory perusal of the relevant statute—which was cited in the receiver’s
objection—readily revealed the Siclairs’ claims were not entitled to priority status. See
RCW 7.60.230. Moreover, the Siclairs continue to insist they had no choice but to submit
their claims—against the Alfords—to the receiver as a claim against WOR. But to the
contrary, the receiver’s objection plainly acknowledged the Siclairs might “prevail

No. 38931-6-III
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21
on their claims against [the] Alfords,” and noted that Mr. Siclair would be entitled to
one-third of the estate’s residue, if any such residue ended up existing. CP at 2979.
Nevertheless, the Siclairs and their counsel maintained their unsupported position—that
alleged improper distributions taken by the Alfords somehow entitled them to recover
directly from WOR—in their response to the receiver’s objection.
Because the record supports the imposition of CR 11 sanctions with respect to the
Siclairs’ response to the receiver’s objection to their proof of claim, we affirm.
APPELLATE ATTORNEY FEES
The receiver seeks an award of attorney fees on appeal, arguing the Siclairs
“file[d] a frivolous appeal.” RAP 18.9(a). An appeal is sanctionable as frivolous if:
(1) “there are no debatable issues upon which reasonable minds might differ,” and
(2) the appeal was “so totally devoid of merit that there was no reasonable possibility
of reversal.” Fay v. Nw. Airlines, Inc., 115 Wn.2d 194, 200-01, 796 P.2d 412 (1990).
“‘[A]ll doubts as to whether an appeal is frivolous must be resolved in favor of the
appellant.’” Tiffany Fam. Tr. Corp. v. City of Kent, 155 Wn.2d 225, 241, 119 P.3d 325
(2005) (quoting Green River Cmty. Coll. Dist. No. 10 v. Higher Educ. Pers. Bd., 107
Wn.2d 427, 442-43, 730 P.2d 653 (1986)).

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We acknowledge most of the Siclairs’ arguments had no reasonable chance of
success. But attorney fees under RAP 18.9(a) are proper only if an appeal was “frivolous
in its entirety.” Advocs. for Responsible Dev. v. W. Wash. Growth Mgmt. Hearings Bd.,
170 Wn.2d 577, 581, 245 P.3d 764 (2010) (per curiam). Raising even one debatable issue
precludes a conclusion that an appeal as a whole was frivolous. Id. at 580-81. The Siclairs
are not entitled to relief on review. But they raised a plausibly debatable issue: namely,
whether a proof of claim is sanctionable under CR 11. We therefore deny the receiver’s
request for attorney fees.
CONCLUSION
The superior court’s order sustaining the receiver’s objection to the Siclairs’ proof
of claim, and its imposition of sanctions, is affirmed. The receiver’s request for attorney
fees is denied.
A majority of the panel has determined this opinion will not be printed in
the Washington Appellate Reports, but it will be filed for public record pursuant to
RCW 2.06.040.
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Pennell, J.
WE CONCUR:
______________________________ 	_________________________________
Lawrence-Berrey, C.J. 	Staab, J.