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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Daggett v. Feeney (6/16/2017) sp-7179

Daggett v. Feeney (6/16/2017) sp-7179, 397 P3d 297

           Notice:   This opinion is subject to correction before publication in the P                    ACIFIC  REPORTER.  

           Readers are requested to bring errors to the attention of the Clerk of the Appellate Courts,  

                                                                                                                        

           303 K Street, Anchorage, Alaska 99501, phone (907) 264-0608, fax (907) 264-0878, email  

                                                                                                            

           corrections@akcourts.us.  



                       THE SUPREME COURT OF THE STATE OF ALASKA                                      



JAMES  WILLIAM  DAGGETT  and                                         )  

NADIA  TORA  DAGGETT,                                                )  

                                                                     )     Supreme  Court  Nos.  S-15799/15819  

                                Appellants  and                      )  

                                Cross-Appellees,                     )  

                                                                                                                                      

                                                                     )     Superior Court No. 3HO-11-00359 CI  

           v.                                                        )  

                                                                     )                          

                                                                           O P I N I O N  

                         

RICHARD L. FEENEY,                                                   )  

                                                                                                             

                                                                     )     No. 7179 - June 16, 2017  

                                                       

                                Appellee and                         )  

                                Cross-Appellant.                     )  

                                                                     )  



                                                                                                              

                                   

                     Appeal from the Superior Court of the State of Alaska, Third  

                                                                                                  

                      Judicial District, Homer, Charles T. Huguelet, Judge.  



                                                                                                              

                     Appearances:               James  William  Daggett  and  Nadia  Tora  

                                                                                                          

                     Daggett, pro se, Anchorage, Appellants.   Lindsay Wolter,  

                                         

                     Homer, for Appellee.  



                                                                                                          

                     Before:  Stowers, Chief Justice, Winfree, Maassen, Bolger,  

                                           

                      and Carney, Justices.  



                                         

                      CARNEY, Justice.  



I.         INTRODUCTION  



                                                                                                                                       

                     A property owner cancelled a contract to install a wind turbine on his  



                                                                                                                                          

property and sued the contractor to recover his down payment.  The contractor filed a  



                                                                                                                           

counterclaim for breach of contract.  The superior court concluded that the contractor  



                                                                                                             

was required to be licensed by the State and had misrepresented its licensing status.  It  


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also concluded that the contractor could not maintain the counterclaim because the                                                                                                                                                                                                                      



contractor was unregistered. The court ordered the contract rescinded and the contractor                                                                                                                                                                                         



to return the down payment less a setoff covering costs incurred in the transaction.                                                                                                                                                                                                                 The  



contractor failed to pay and the court amended the judgment to include the contractor's                                                                                                                                                                                   



individual owners and a successor company. The contractor's individual owners appeal                                                                                                                                                                                                          



the licensing determination and the amended judgment.                                                                                                                                                          The property owner cross-                                                      



appeals   the   setoff   calculation.     We   conclude   that   the   court   erred   only  in  its   setoff  



calculation.  



II.                     FACTS AND PROCEEDINGS                                



                        A.                      Facts  



                                                This  case   involves   a   cancelled   contract   between   Richard   Feeney   and  



Alaskan   Wind   Industries   (AWI),   a   renewable   energy   contractor,   for   the   sale   and  



installation of a wind turbine on Feeney's property in Homer.                                                                                                                                                              AWI was the trade name                                                 



for Daggett LLC, owned by James and Nadia Daggett.                                                                                                                                                         The Daggetts owned several                                                      



 similarly named organizations, as well as Standard Steel, Inc.                                                                                                                                               



                                                Feeney and his wife, Elizabeth Bashaw, began discussing the purchase of                                                                                                                                                                                      



a wind turbine with AWI representatives in the summer of 2009.                                                                                                                                                                             In these discussions  



AWI was often represented by sales representative Erik Schreier and occasionally by                                                                                                                                                                                                                        



Nadia Daggett. The parties dispute whether Schreier told Feeney and Bashaw that AWI                                                                                                                                                                                                                

                                              1  and bonded as a steel erection contractor and whether Schreier promised  

was licensed                                                                                                                                                                                                                                                                       



to make sure neighboring landowners would not oppose the turbine's installation.  But  

                                                                                                                                                                                                                                                                                                       



the parties agree that they discussed AWI's successful installation of another turbine in  

                                                                                                                                                                                                                                                                                                              



the same area without opposition from neighboring landowners.  

                                                                                                                                                                                                                                         



                        1                       Theparties and thesuperior courtfrequentlyusedtheterm"license"to refer  

                                                                                                                                                                                                                                                                                                     

to registration under AS 08.18.011-.061.  

                                                                                        



                                                                                                                                                      -2-                                                                                                                                                         7179  


----------------------- Page 3-----------------------

                                                                                                                      

                    The parties ultimately signed a contract in October 2010, with Schreier  



                                                                                                                      

signing on behalf of AWI.  The contract was on AWI letterhead and did not mention  



                                                                                                                         

Daggett LLC.  It required AWI to provide and install a wind turbine, a 49-foot tower,  



                                                                                                                                 

and an inverter.  The contract expressly affirmed that AWI was "qualified by law as a  



                                                                                                              

licensed steel erector in the state of Alaska" and allocated to Feeney the responsibility  



                                                                                                                   

for "meet[ing] all builders['] permit requirements, variances, [and] height restriction  



                

waivers."  



                                                                                                                              

                    Bashaw paid the 60% down payment of $32,880 immediately after the  



                                                                                                         

contract  was  signed.             AWI  then  ordered  the  wind  turbine  from  a  California-based  



                                                                                                                                

supplier and had it shipped to Alaska.  AWI began digging the turbine's foundation in  



                                                                                                                             

November 2010.   The work was soon stopped by Bashaw because a neighbor was  



                                                                                                                            

concerned that the 49-foot turbine would violate a subdivision land-use covenant. AWI  



                                                                                                                            

agreed that Feeney and Bashaw could take a few months to resolve the conflict with their  



                

neighbor.  



                                                                                                                                 

                    In late November the neighbor formally notified Feeney and Bashaw of a  



                                                                                                                             

land-use covenant that prohibited structures over 35 feet tall in the subdivision and  



                                                                                                                       

threatened legal action if the project moved forward.   In December Bashaw emailed  



                                                                                                                     

Nadia Daggett saying, "We need to get this contract cancelled as soon as possible,  



                                                                                                                        

especially since it is illegal and you were aware that was so when it was signed." Despite  



                                                                                                                      

discussions during the first half of 2011 to try to reach a mutually agreeable solution  



                                                                                                                              

regarding  contract  cancellation  and  refund,  the  parties  were  unable  to  reach  an  



                   

agreement.  



          B.        Proceedings  



                                                                                                                      

                    Feeney filed suit in early December 2011, naming AWI, James Daggett,  



                                                                                                            

and Nadia Daggett as the defendants.  Feeney alleged that AWI and its representatives  



                                                                                                                           

had "assured" him that they were familiar with the subdivision covenants, that the wind  



                                                               -3-                                                        7179
  


----------------------- Page 4-----------------------

turbine would not violate them, and that AWI would check with Feeney's neighbors to                                                                                                                                                                                                                                    



make sure they did not object to the turbine.                                                                                                                                Feeney asked the court to rescind the                                                                  



contract and order the return of his down payment, "less any offset which the court                                                                                                                                                                                                                       



deems appropriate"; he also requested an accounting to determine the offset amount.                                                                                                                                                                                                                                       



                                                 AWI's answer admitted that it had entered into a contract with Feeney and                                                                                                                                                                                       



asserted wrongful rejection of the turbine delivery as an affirmative defense.                                                                                                                                                                                                           AWI also   



filed   a   counterclaim,   alleging   that   Feeney   had  materially   breached   the   contract   by  



refusing to accept full performance and pay the full price for the turbine.                                                                                                                                                                                                         James and   



Nadia Daggett filed separate answers raising affirmative defenses that they were not                                                                                                                                                                                                                              



party to the contract between Feeney and AWI and were not liable to Feeney under                                                                                                                                                                                                                        



                                                                                                                                                                                                                                                          2  

AS 10.50.265, which limits LLC members' liability to third parties.                                                                                                                                                                                           



                                                 Feeney replied to AWI's counterclaim and amended his complaint seeking  

                                                                                                                                                                                                                                                                                                  



to pierce the corporate veil and reach the Daggetts personally because of some confusion  

                                                                                                                                                                                                                                                                                          

                                                                                                                                                                        3   Feeney expanded his claim for contract  

about the Daggetts' various corporate entities.                                                                                                                                                                                                                                                  

                                                                                                                                           



rescission, alleging that rescission was justified because "AWI was not registered as a  

                                                                                                                                                                                                                 



general or specialty contractor with the State of Alaska" when it entered the contract, as  

                                                                                                                                                                                                                                                                                                                       



required by state law.  Having discovered that AWI was no longer a registered business  

                                                                                                                                                                                                                                                                                               



and that the Daggetts had set up a new entity under the name Standard Steel, Inc., Feeney  

                                                                                                                                                                                                                                                                                                    



also sought to add Standard Steel as a defendant.  

                                                                                                                                                                                      



                         2                       AS 10.50.265 provides that "[a] person who is a member of a limited                                                                                                                                                                               



liability company or a foreign limited liability company is not liable, solely by reason of                                                                                                                                                                                                                            

being a member, under a judgment, decree, or order of a court, or in another manner, for                                                                                                                                                                                                                            

a liability of the company to a third party."                                                                                       



                         3                       Because the superior court ultimately concluded that the correct entity was  

                                                                                                                                                                                                                                                                                                                

Daggett LLC d/b/a Alaskan Wind Industries, we use that name throughout.  

                                                                                                                                                                                                                                          



                                                                                                                                                          -4-                                                                                                                                                7179
  


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                                      A two-day bench trial took place in Homer in November 2012.                                                                                                                           Feeney  



testified that he had specifically asked Schreier whether AWI was a licensed and bonded                                                                                                                                       



contractor   and   that   Schreier   had   affirmed   AWI   was   licensed   and   bonded.     Feeney  



explained that this information was important to him in deciding to purchase the wind   



turbine.  Schreier testified that Feeney had never asked about AWI's licensing status.                                                                                                                                                               



                                     Nadia   Daggett   testified   that  she   and   James   had   believed   wind   energy  



installers were not required to be licensed as construction contractors at the time of the                                                                                                                                                



contract with Feeney.                                         She stated that "[i]t was industry standard" not to carry a license                                                                                            



at the time and claimed that none of AWI's competitors had done so. Nadia also testified                                                                                                                                    



that she had contacted the State and had been told there was no North American Industry                                                                                                                                    

                                                                                           4   code  for  renewable  energy  installers.                                                                          She  further  

Classification   System (NAICS)                                                                                                                                                                                               



testified that in late 2010 a state licensing inspector had told them that renewable energy  

                                                                                                                                                                                                                               



contractors would be required to be licensed beginning in 2011.  

                                                                                                                                                                                     



                                     The superior court issued a written opinion in favor of Feeney in July 2013.  

                                                                                                                                                                                                                                                     



The   court   decided   that   Feeney   was   entitled   to   rescission   on   the   ground   of  

                                                                                                                                                                                                                                         

misrepresentation5 because AWI had misrepresented its licensing status, noting that "the  

                                                                                                                                                                                                                                       



                   4                 AS   43.70.020(a)(2)   requires   business   licenses   to   include   the   lines   of  



business to be conducted, and the State uses some NAICS codes to determine lines of                                                                                                                                                         

business   for   this   purpose.     What   is   "Line   of   Business"   or   "LOB"?   and   "What   is  

 "NAICS"?, in                           Line of Business/Alaska NAICS Code                                                                      , D     EP 'T OF             COMMERCE, C                             MTY.,  AND  

E C O N .                     DE V .,                    DI V .                 O F             C O R P S .,                       BU S .                  &            PR O F 'L                        L I C E N S I N G ,  

                                                                                                                                                                                                    

https://www.commerce.alaska.gov/web/cbpl/BusinessLicensing/AKLOBandNAICS.aspx  

                                                        

(last visited Apr. 7, 2017).  



                   5                 See Foster v. Cross                                  , 650 P.2d 406, 409 (Alaska 1982) (holding that, to void                                                                                    



                                                                                                                                                                                                                            

a contract, a party must show that the other party "made a false representation of material  

fact which was actually and justifiably relied upon" (first citing                                                                                                                  Cousineau v. Walker                                         ,  

                                                                                                                                                                                                                                       

613 P.2d 608, 612 (Alaska 1980); then citing Halpert v. Rosenthal, 267 A.2d 730, 733  

                                                                        ESTATEMENT   (SECOND)   OF   CONTRACTS   164(1) (A                                                                                                 M. L        AW  

(1970); and then citing R 

                                                                                                                                                                                                             (continued...)  



                                                                                                                     -5-                                                                                                            7179
  


----------------------- Page 6-----------------------

 [c]ontract itself expressly establishe[d] that '[AWI was] qualified by law as a licensed                                                                              



 steel erector in the State of Alaska.' "                                        The court concluded that wind energy installers                                     



were required to be licensed as steel erection contractors because tower-mounted wind                                                                                         

                                                                                                                                          6  adopted pursuant to  

turbines qualify as "steel towers and pylons" under regulations                                                                                                                     

AS 08.18.0137  and AS 08.18.024.8                                              And the court found that AWI had been "neither  

                                                                                                                                                                       



 licensed nor bonded as a 'steel erection contractor' " when the contract was executed.  

                                                                                                                                                                                          



                             The superior court noted that there was "evidence to suggest" that AWI had  

                                                                                                                                                                                 



known it needed to be licensed because it had previously held a specialty contractor  

                                                                                                                                                                   



 license which expired in 2009, before execution of the contract. The court found AWI's  

                                                                                                                                                                          



representation of its licensing status to be a misrepresentation of a material fact, and it  

                                                                                                                                                                  



pointed to Feeney's testimony that he would not have entered into the contract without  

                                                                                                                                                                        



 it.  The court therefore concluded that Feeney was entitled to rescission of the contract  

                                                                                                                                                                       



based on AWI's misrepresentation of its non-licensed status because he " 'actually and  

                                                                                                                                                                                 

                                                                                                                                                           9      The  court  

justifiably  relied  upon'  a  'false  representation  of  a  material  fact.'  "                                                                                           

                                                                                                                                                        



 accordingly ruled that Feeney was entitled to reimbursement of his down payment.  

                                                                                                                                                                                  



                             But the superior court noted that Feeney's position on the issue of licensing  

                                                                                                                                                                      



 appeared "pretextual."  It believed Feeney had "unilaterally cancelled" the contract to  

                                                                                                                                                                                    



               5             (...continued)  



 INST . 1981))).   



               6             See   12 Alaska Administrative Code (AAC) 21.510(a)(3) (2012).                                                            



               7             AS   08.18.013   authorizes   regulations   that   categorize   and   require   the  



registration of contractors.     



               8             AS 08.18.024 describes specialty contractors.  

                                                                                                     



               9             See Foster, 650 P.2d at 409 (citing Cousineau, 613 P.2d at 612; Halpert,  

                                                                                                                                                                       

 267 A.2d at 733; RESTATEMENT  (SECOND) OF  CONTRACTS    164(1)).                                                                                   

                                      



                                                                                         -6-                                                                                 7179
  


----------------------- Page 7-----------------------

avoid the threatened suit from his neighbor and doubted he would have objected to                                                                                                                                                                                                                                                                                                                              



AWI's non-licensed status without that threat.                                                                                                                                                                                   The court suggested it would take this                                                                                                                                  



into account as an equitable consideration in determining AWI's recovery amount.                                                                                                                                                                                                                                                                                                                             



                                                                The   superior   court   also   addressed   AWI's   counterclaim   for   breach   of  



contract.    Although it was "inclined to entertain the merits" of AWI's counterclaim                                                                                                                                                                                                                                                                      



because Feeney's termination of the contract was "suspect," the court concluded that the                                                                                                                                                                                                                                                                                                                    



counterclaim was barred by AS 08.18.151, which provides that a contractor "may not                                                                                                                                                                                                                                                                                                                        



bring an action . . . for breach of a contract for which registration is required" unless the                                                                                                                                                                                                                                                                                                               



contractor can show it "was a registered contractor . . . at the time of contracting."                                                                                                                                                                                                                                                                                                                                       



Having already decided AWI was required to be licensed as a steel erection contractor                                                                                                                                                                                                                                                                                     



and was not licensed at the time of the contract, the superior court concluded AWI was                                                                                                                                                                                                                                                                                                                  



barred from bringing the counterclaim.                                                                                                                                                     The court rejected the Daggetts' argument that                                                                                                                                                               



AWI was exemptfromAS08.18.151 under the"finishedproducts"exemptionexpressed                                                                                                                                                                                                                                                                                                 



in AS 08.18.161(5), because the wind turbine "bec[a]me a permanent, fixed part of a                                                                                                                                                                                                                                                                                                                                 



 structure" and was not a finished product as contemplated in the exemption.                                                                                                                                                                                                                                                                                                



                                                               Nonethelessthesuperiorcourtexplainedthat                                                                                                                                                                         even an unlicensed contractor                                                              



may recover "any sums which may be equitably due [it]" through a setoff against the                                                                                                                                                                                                                                                                                                                        



damages to be paid. It relied on                                                                                                                   Sumner Development Corp. v. Shivers                                                                                                                                                 , in which we held                                             



that a setoff against the plaintiff's recovery is appropriate if a contract has been partially                                                                                                                                                                                                                                                                                     



performed and the plaintiff would receive a windfall from retaining the benefit of the                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                        10            Here the court  

partially performed work in addition to receiving contract damages.                                                                                                                                                                                                                                                                                                                              



allowed a setoff because Feeney was "not without unclean hands" and "AWI suffered  

                                                                                                                       



 substantial financial loss as a result of" Feeney's cancelling the contract.  

                                                                                                                                                                                                                                                                                                                                                            



                                10  

                                                                                                                                                                                                                                                                                                                                                                                           

                                                                517 P.2d 757, 765-66 (Alaska 1974) (quoting S & Q Constr. Co. v. Palma  

                                                                                                                                                                                                                                                                                     

 Ceia Dev. Org., 3 Cal. Rptr. 690, 692 (Cal. Dist. Ct. App. 1960)).  



                                                                                                                                                                                                       -7-                                                                                                                                                                                          7179  


----------------------- Page 8-----------------------

                                                                                                                              

                    The superior court determined that AWI was entitled to a setoff for any  



                                                                                                                      

resale  costs,  out-of-pocket  costs,  and  incidental  costs  it  had  incurred  in  partially  



                                                                                                                    

performing the contract.  It did not award a setoff for resale costs because it calculated  



                                                                                                                           

that AWI had not lost money on resale but instead made a small profit.   The court  



                                                                                                                       

awarded out-of-pocket expenses that were incurred following execution of the contract,  



                                                                                                                              

which  included  commissions,  the  cost  of  shipping  the  turbine  to  Alaska,  and  the  



                                                                                                                              

materials, equipment, and labor used to begin creating the foundation.  The court also  



                                                                                                                             

awarded certain incidental expenses mainly related to moving the turbine to its new  



                                                                   

purchaser.  The total setoff was $9,609.06.  



                                                                                

                    The superior court expressly withheld judgment on the question whether  



                                                                                                                               

Feeney could seek recovery of his down payment from anyone other than AWI. But the  



                                                                                                                                  

court concluded that if Feeney was not able to recover his reimbursement from AWI, it  



                                                                                                                     

would "consider whether Defendants James and Nadia Daggett, or any entity registered  



                                                                                             

to them or otherwise owned by them, should be held liable."  



                                                                                                                     

                    In December 2013 the superior court issued a final judgment awarding  



                                                                                                                      

Feeney$23,270.94 indamages (theamount ofthedown payment minus AWI's equitable  



                                                                                                                              

setoff), plus pre- and post-judgment interest, attorney's fees, and court costs, for a total  



                                                                                                                          

of $36,010.15.  The court authorized Feeney to seek to amend the judgment to permit  



                                                                                                                            

recovery from the other defendants if AWI failed to satisfy the judgment within 90 days,  



                                                                                                                      

suspending the ordinary timeline established by Alaska Civil Rule 59(f) and allowing  



                                                                                       

Feeney to file within 120 days of the entry of judgment.  



                                                                                                             

                    When AWI did not satisfy the judgment within 90 days, Feeney filed a  



                                                                                                                             

motion  to  amend  the  final  judgment,  naming  James  Daggett,  Nadia  Daggett,  and  



                                                                                                                     

Standard Steel as additional defendants.  The Daggetts objected to both their individual  



                                                                                                                                 

liability and that of Standard Steel.  They also opposed the superior court's decision to  



                                                                                                                            

allow Feeney to move to amend after the Civil Rule 59(f) time limit had expired.  



                                                               -8-                                                         7179
  


----------------------- Page 9-----------------------

                                             The superior court issued an amended final judgment in December 2014.                                                                                                                                                                                   



The court found that the "primary contractor entity" Feeney had contracted with was                                                                                                                                                                                                 



Daggett LLC d/b/a AWI, but that Feeney had not had notice that Daggett LLC was the                                                                                                                                                                                                      



principal because the contract named only AWI and "did not disclose the existence of"                                                                                                                                                                                                  



Daggett LLC.                                     And the court explained that because the contract only used the AWI                                                                                                                                                            



trade name, Feeney was not given notice that he was contracting with a limited-liability                                                                                                                                                   



entity.   The court therefore concluded that James and Nadia Daggett were personally                                                                                                                                                                          



liable to Feeney as agents of an undisclosed principal on the contract, with Erik Schreier                                                                                                                                                                            



                                                                                  11  

acting as their subagent.                                                               



                                             The superior court also concluded that Standard Steel was liable to Feeney  

                                                                                                                                                                                                                                                                          



as  AWI's  successor  under  the  "mere  continuation"  and  "continuity  of  enterprise"  

                                                                                                                                                                                                                                                           



                                                                                                                                                                                                                                                                                             12  

exceptions to the general rule that a corporation is not liable for its predecessor's acts.                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                              



The court found that Standard Steel was "simply a change in name and corporate form"  

                                                                                                                                                                                                                                                                              



from Daggett LLC, noting that Standard Steel continued the LLC's renewable energy  

                                                                                                                                                                                                                                                                           



and wind turbine installation  business at the same address and  website; that "[t]he  

                                                                                                                                                                                                                                                                             



Daggetts remained the sole stockholders and officers of the new entity"; and that the new  

                                                                                                                                                                                                                                                                                    



entity  did  business  as  "Alaska's  Wind  Industries,"  a  "negligible  change"  from  its  

                                                                                                                                                                                                                                                                                        



previous name. The court thus concluded that Standard Steel was liable to Feeney as the  

                                                                                                                                                                                                                                                                                        



successor to AWI.  

                                                                 



                       11                    See Jensen v. Alaska Valuation Serv., Inc.                                                                                                        , 688 P.2d 161, 163 (Alaska                                             



 1984)   ("An   agent   who  makes  a   contract   for   an   undisclosed   or   partially   disclosed  

principal will be liable as a party to the contract." (citing R                                                                                                                                         ESTATEMENT   (SECOND)  OF  

AGENCY,  321, 322 (A                                                               M. L          AW  INST . 1958))).   



                       12                    Savage Arms, Inc. v. W. Auto Supply Co.                                                                                               , 18 P.3d 49, 55-56 (Alaska 2001)                                                           



(explaining doctrine of successor liability).                                                                    



                                                                                                                                             -9-                                                                                                                                  7179
  


----------------------- Page 10-----------------------

                                James and NadiaDaggett                                      representthemselvesin                                  thisappealofthesuperior                  



court's initial decision issued in July 2013, the final judgment issued in December 2013,                                                                                                         



and the amended final judgment issued in December 2014.                                                                                                 They contest                       multiple  



elements of these rulings.                                        Feeney cross-appeals the court's determination of AWI's                                                                     



setoff amount.                       



III.            STANDARD OF REVIEW                           



                                "Interpretation of a statute is a question of law to which we apply our                                                                                               



independent judgment; we interpret the statute according to reason, practicality, and                                                                                                                 



common sense, considering the meaning of the statute's language, its legislative history,                                                                                                    



                                        13  

and its purpose."                                                                                                                                                                             

                                             For mixed questions of law and fact, including applications of agency  



           14                                                                                                                                                                                              15  

                                                                                                                                                                                                                

                                                                                                                                                                                             

law,            we review legal questions de novo and review factual findings for clear error. 



                                                                                                                                                                                                     

"A fact finding is not clearly erroneous unless the reviewing court has a definite and firm  



                                                                                                     16  

                                                                                    

conviction that a mistake has been made." 



                                "We review the grant of an equitable remedy . . . for abuse of discretion,  

                                                                                                                                                                               



but we review de novo any underlying questions of law and the application of law to  

                                                                                                                                                                                                          

facts."17  

                      



                13              Adamson v. Municipality of Anchorage                                                             , 333 P.3d 5, 11 (Alaska 2014)                                 



(citing  Grimm v. Wagoner                                       , 77 P.3d 423, 427 (Alaska 2003)).                               



                14              See Foster v. Cross, 650 P.2d 406, 408 (Alaska 1982).  

                                                                                                                                                   



                15              Diblik v. Marcy, 166 P.3d 23, 25 (Alaska 2007) (first citing Forshee v.  

                                                                                                                                                                                                          

Forshee, 145 P.3d 492, 497 (Alaska 2006); then citing Keturi v. Keturi, 84 P.3d 408, 412  

                                                                                                                                                                                                      

(Alaska 2004)).  

                     



                16              Id. at 25-26 (citing Keturi, 84 P.3d at 412).  

                                                                                                                           



                17              In re Estate of Fields, 219 P.3d 995, 1002 (Alaska 2009), as modified on  

                                                                                                                                                                                                         

denial of reh'g (Dec. 16, 2009) (citing Riddell v. Edwards, 76 P.3d 847, 852 (Alaska  

                                                                                                                                                                                 

                                                                                                                                                                               (continued...)  



                                                                                                   -10-                                                                                            7179
  


----------------------- Page 11-----------------------

                           Whether a party has standing to assert a given claim is a question of law                                                                 

that we review de novo.                         18  



IV.	         DISCUSSION  



                                                                                                                                                                  

             A.	           The  Superior  Court  Did  Not  Err  In  Concluding  That  AWI  Was  

                                                                                                                      

                           Required To Be Registered As A Specialty Contractor.  



                                                                                                                                                                      

                           TheDaggetts arguethat thesuperior courtwas wrongto concludeAWI was  



                                                                                                                                                                     

required to be registered as a specialty steel erection contractor, asserting that AWI was  



                                                                                                                                                                              

exempted by an express exception covering contractors who install "finished products."  



                                                                                                                                                           

Feeney counters that wind turbine installation does not fall under the finished products  



                                                                                                                                                                     

exemption.  We conclude that the superior court correctly interpreted the statute and  

regulations.19  



              17           (...continued)  



2003)).  



              18          Keller v. French                 , 205 P.3d 299, 302 (Alaska 2009) (citing                                        St. Paul Church,     



Inc. v. Bd. of Trs. of the Alaska Missionary Conference of the United Methodist Church,                                                                      

Inc., 145 P.3d 541, 549-50 (Alaska 2006)).                              



              19           In their statement of points on appeal, the Daggetts also challenge the  

                                                                                                                                                                      

superior court's finding that AWI misrepresented its licensing status and the court's  

                                                                                                                                                              

subsequent conclusion that this misrepresentation was grounds for rescission.  But they  

                                                                                                                                                                    

do not explicitly contest these issues in their appellate briefing.  In general, "issues not  

                                                                                                                                                                      

briefed or only cursorily briefed are considered waived."  Shearer v. Mundt, 36 P.3d  

                                                                                                                                                                   

 1196, 1199 (Alaska 2001) (citing Adamson v. Univ. of Alaska , 819 P.2d 886, 889 n.3  

                                                                                                                                                             

(Alaska  1991)).                      Because  self-represented  litigants  are  held  to  a  less  demanding  

                                                                                                                                                     

procedural standard, we will consider a self-represented litigant's argument if his or her  

                                                                                                                                                                       

"briefing was such that [the court] could discern [the party's] legal arguments and [the  

                                                                                                                                                                     

opposing party] could reply to them." Mitchell v. Mitchell, 370 P.3d 1070, 1083 (Alaska  

                                                                                                                                                              

2016) (alterations in original) (quoting Peterson v. Ek, 93 P.3d 458, 464 n.9 (Alaska  

                                                                                                                                                             

2004)). Feeney's brief does not discuss the issues. Even under the more lenient standard  

                                                                                                                                                            

for self-represented litigants, the Daggetts have waived this issue on appeal.  

                                                                                                                                          



                                                                                  -11-	                                                                           7179
  


----------------------- Page 12-----------------------

                                          1.                   The statute requires registration.                                    



                                          Alaska Statute 08.18.171(4) defines a contractor as "a person who, in the                                                                                                                                                    



pursuit of an independent business, undertakes or offers to perform . . . or submits a bid                                                                                                                                                                          



for a project to construct, alter, repair, move, or demolish a building . . . or any type of                                                                                                                                                                              



fixed structure, including excavation and site development and erection of scaffolding."                                                                                                                                                                                           



It further provides that " 'contractor' includes a general contractor, builder, mechanical                                                                                                                                                   



contractor, specialty contractor, and subcontractor."                                                                                                                Alaska Statute 08.18.011 requires                                                 



all contractors to be registered with the Alaska Department of Commerce, Community,                                                                                                                                                      



                                                                                               20  

and   Economic   Development.                                                                                                                                                                                                                                        

                                                                                                           Alaska  Statutes  08.18.013  and  .024  authorize  the  



                                                                                                                                                                                                                                                                   

Department to register and issue licenses to contractors and specialty contractors.  The  

                                                                                                                                                                                                                                                                  21   A  

                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                 

Department has adopted regulations defining 37 categories of specialty contractor. 

contractor who installs steel towers or pylons is considered a steel erection contractor.22  

                                                                                                                                                                                                                                          



                                                                                                                                                                                                               

The superior court concluded that the 49-foot tower for the wind turbine qualifies as a  



                                                                                                                                                                                                                                                      

steel tower or pylon under this statutory framework and that AWI was therefore required  



                                                                                                                                                 

to be registered as a steel erection contractor.  



                                                                                                                                                                                                                                                                     

                                          The Daggetts do not contest that the wind turbine tower falls within this  



                                                                                                                                                                                                                                                              

category or that an installer of steel towers generally is required to register as a steel  



                                                                                                                                                                                                                       

erection contractor.  Instead they argue that AWI was exempt from registration under  



                     20                   "A person may not submit a bid or work as a contractor until that person                                        



has   been   issued   a   certificate   of   registration   as   a   contractor   by   the   department."  

AS   08.18.011(a).     "Department"   is   defined   as   "the   Department   of   Commerce,  

Community,   and   Economic   Development,   unless   the   context   indicates   otherwise."   

AS 08.18.171(5).                                         



                     21                   See  12 AAC 21.200 (2010).  

                                                                                                           



                     22                    12  AAC  21.510.                                               See  12  AAC  21.200  (31)  (listing  "Steel  Erection  

                                                                                                                                                                                                                                                    

Contractor" as a type of specialty contractor).  

                                                                                                           



                                                                                                                                  -12-                                                                                                                           7179
  


----------------------- Page 13-----------------------

AS08.18.161(5),which                                        provides that thechapter governing                                                    contractor registration"does                            



not apply to . . . the sale or installation of finished products, materials, or articles of                                                                                                                       



merchandise that are not actually fabricated into and do not become a permanent, fixed                                                                                                                     



part of a structure."                            The Daggetts argue that the wind turbine kit was a finished product                                                                                 



and   AWI   "would   simply   have   been   putting   the   pieces   together   and   installing   [the  



turbine] on Feeney's property."                                                  



                                 We have discussed this exemption only once before, in                                                                                      Industrial Power  

                                                                                                            23  Western Modular supplied pre-fabricated  

&Lighting Corp. v. Western Modular Corp.                                                                                                                                             

homes that Industrial Power assembled on-site.24   We decided that AS 08.18.161(5) did  

                                                                                                                                                                                                                



not apply to Western Modular because the section was "aimed at a supplier who actually  

                                                                                                                                                                                                    



installs  his  [or  her]  products,"  whereas  "Western  Modular  had  no  installation  

                                                                                                                                                                                         

                                                                                                                                                                                     25     Instead we  

responsibilities" because the homes were installed by Industrial Power.                                                                                                                                         

                                                                                                                                                                   



concluded that Western Modular was exempt under a different section of AS 08.18.161  

                                                                                                                                                                                               

that covered suppliers who "only furnished materials" without installing them.26  

                                                                                                                                                                                      



                                 The Daggetts read Industrial Power to support their contention that AWI's  

                                                                                                                                                                                                       



wind turbine installation falls under the finished products exemption. But the Daggetts'  

                                                                                                                                                                                                



focus on this language is misplaced.   In Industrial Power  we inquired whether the  

                                                                                                                                                                                                               



supplier installed the product in order to distinguish between two exemptions with  

                                                                                                                                                                                                            

otherwise similar language.27                                                  We did not suggest that  any  supplier who installed a  

                                                                                                                                                                                                                    



                 23              623 P.2d 291, 294-95 (Alaska 1981).                                          



                 24              Id.  at 292-93.                     



                 25              Id.  at 295.   



                 26              Id.  at 294;               see  AS 08.18.161(7).   



                 27              Indus. Power                      , 623 P.2d at 295.                           



                                                                                                       -13-                                                                                                7179
  


----------------------- Page 14-----------------------

product would be exempt under AS 08.18.161(5); to do so would let the exception                                                                                                             



swallow the rule.               



                                 Instead, asFeeneysuggests,                                          wemustevaluatetheprovision'sfull                                                        language,  



which exempts "the sale or installation of finished products . . . that are not actually                                                                                                         

                                                                                                                                                                                        28     Thus the  

fabricated into and do not become a permanent, fixed part of a structure."                                                                                                                                   



question is not only whether the turbine was to be installed but whether a turbine kit is  

                                                                                                                                                                                                                 



a "finished product[]" that "become[s] a permanent, fixed part of a structure."   This  

                                                                                                                                                                                                        



language and related elements of the statutory structure indicate that a turbine becomes  

                                                                                                                                                                                               



a permanent, fixed structure within the meaning of this provision.  

                                                                                                                                                                   



                                 Alaska Statute 08.18.171(4) defines "contractor" to include someone who  

                                                                                                                                                                                                           



constructs or alters "any type of fixed structure, including . . . erection of scaffolding."  

                                                                                                                                                                                                                       



A wind turbine affixed to a 49-foot tower is clearly a fixed structure in the plain sense  

                    



of the phrase, and towers have been recognized as "structures" in other statutory contexts  

                                                                                                                                                                                                 

                                                     29    Moreover, when scaffolding, which is inherently temporary, is  

such as zoning codes.                                                                                                                                                                                            

                                      



considered a fixed structure under AS 08.18.171(4), a more permanent structure such as  

                                                                                                                                                                                                                



a wind turbine must also be considered a fixed structure.  As a fixed structure, the pole  

                                                                                                                                                                                                          



and turbine would not fall under AS 08.18.161(5)'s exemption for finished products that  

                                                                                                                                                                                                            



are not part of a fixed structure when installed.  

                                                                                             



                                 TheDaggettspoint outthat theturbinesystemis "afree[-]standing,finished  

                                                                                                                                                                                                  



product that [is] not 'fabricated' into another structure," perhaps implying that a fixed  

                                                                                                                                                                                                       



structure product like a wind turbine is exempt because it is not made part of  another  

                                                                                                                                                                                                  



                28               AS 08.18.161(5).   



                29               See Pruitt v. City of Seward                                         , 152 P.3d 1130, 1133 (Alaska 2007) (citing                                                   



Seward City Code  15.10.140, which defines "structure" as "[a]nything constructed or                                                                                                                           

erected on the ground or attached to something having location on the ground, including,  

                                                                                                                                                                                            

but not limited to, buildings, towers, and sheds," but excluding short walls).                                                                                             



                                                                                                     -14-                                                                                               7179
  


----------------------- Page 15-----------------------

                                  30  

structure.                                But this interpretation is unsustainable.                                                                                                                The provision must be read as                                                                                



exempting the installation of finished products that do not become a permanent, fixed                                                                                                                                                                                                                 



part of a structure                                               or  do not become permanent, fixed structures themselves.                                                                                                                                                                Feeney  



notes that the construction of an entire house would be exempted from all contractor                                                                                                                                                                                               



regulations under the Daggetts' interpretation because the house does not become part                                                                                                                                                                                                                      



of another fixed structure.                                                                      Such a result would be nonsensical and would undermine                                                                                                                          



much of the chapter governing contractors, which was clearly intended to apply to the                                                                                                                                                                                                                         



construction of new houses and other structures in addition to modification of existing                                                                                                                                                                                                     

                                      31   Alaska Statute 08.18.161(5)'s finished products exemption does not apply  

structures.                                                                                                                                                                                                                                                                                          



to the Daggetts because we have already determined that the turbine becomes a fixed  

                                                                                                                                                                                                                                                                                                  



structure.  

                                    



                                                 Our decision in Industrial Power confirmsthisinterpretation ofthefinished  

                                                                                                                                                                                                                                                                                            



products exemption. There we held that Industrial Power, the contractor that assembled  

                                                                                                                                                                                                                                                                                    



                                                                                                                                                                                                                                                                                                                   32  

and installed the prefabricated houses on-site, was required to register as a contractor.                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                         



The wind turbine kit that would have been assembled and installed by AWI to become  

                                                                                                                                                                                                                                                                                             



                        30                      At oral argument James Daggett argued that among steel professionals,                                                                                                                                                 



"fabricate" has a specialized meaning:                                                                                                          "to construct from raw materials" by cutting,                                                                                                

welding, and drilling them to build a structure. He considered AWI's work to be simple                                                                                                                                                                                                           

"assembly," using                                                    hand   tools,   of components fabricated                                                                                                        by   the   manufacturer.     But  

AS 08.18.161(5) applies to all kinds of finished products, so a specialized meaning, even                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                   

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