Goodman v. Darden, Doman & Stanford Associates

100 Wash.2d 476, 670P.2d 648 (1983)

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Nature of the Case

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Facts

Goodman, a real estate salesman, sold an apartment building to DDS Associates. The building needed renovations and Goodman advised DDS that he was experienced in renovation work. During the negotiations for the renovation contract, Goodman informed DDS that he was forming a corporation, in order to limit his personal liability. A contract was executed and John Goodman signed a contract as president of a corporation in formation. The DDS knew that the corporation was not yet existing and never agreed to look solely to it once it is formed. The contract required that the work be completed by 10/15 and contained an arbitration clause. Goodman subcontracted the work, but the work was not completed by agreed date and whatever was completed was of poor quality. On 11/1, after default, Goodman filed articles of incorporation and the license was issued the next day. DDS made five payments between 08/79 and 12/79. The first check contained Goodman's name and he struck it out. On 05/80, DDS demanded arbitration. The demand listed both the corporation and Goodman. Goodman moved for a stay of arbitration and an order dismissing him from the arbitration proceeding. The trial court entered an order dismissing Goodman, as an individual, from the arbitration.