WILLIAMSFIELD/HIGLEY v. STREN

NOTICE: NOT FOR OFFICIAL PUBLICATION.
UNDER ARIZONA RULE OF THE SUPREME COURT 111(c), THIS DECISION IS NOT PRECEDENTIAL
AND MAY BE CITED ONLY AS AUTHORIZED BY RULE.

IN THE
ARIZONA COURT OF APPEALS
DIVISION ONE

WILLIAMSFIELD/HIGLEY LIMITED PARTNERSHIP, Plaintiff/Appellee,

v.

ESTATE OF STEVEN STREN, by its EXECUTRIX OR ADMINISTRATRIX
CYNTHIA STREN; WILLIAMSFIELD MANAGEMENT, LLC,
Defendants/Appellants,

EISENBERG WH LLC, Defendant/Appellee.

No. 1 CA-CV 24-0941
FILED 07-29-2026

Appeal from the Superior Court in Maricopa County
No. CV2016-052096
No. CV2023-015571
(Consolidated)
The Honorable Erik Thorson, Judge

AFFIRMED IN PART, VACATED IN PART, AND REMANDED

COUNSEL

Richard & Moskowitz PLC, Phoenix
By William A. Richards, Michael S. Narlock
Counsel for Plaintiff/Appellee

Ahwatukee Legal Office PC, Phoenix
By David L. Abney
Counsel for Defendants/Appellants
 WILLIAMSFIELD/HIGLEY v. STREN, et al.
Decision of the Court

MEMORANDUM DECISION

Presiding Judge James B. Morse Jr. delivered the decision of the Court, in
which Judge Anni Hill Foster and Vice Chief Judge David D. Weinzweig
joined.

M O R S E, Judge:

¶1 The Estate of Stephen Stren, by its Executrix or Administratrix
Cynthia Stren (the "Estate"), and Williamsfield Management, LLC ("WML")
appeal the superior court's judgment in favor of Williamsfield/Higley
Limited Partnership (the "Partnership") and WML's current general
partner, Eisenberg WH LLC ("Eisenberg"). For the following reasons, we
vacate the judgment against the Estate and remand for entry of a new
judgment. We affirm the judgment against WML.

FACTS AND PROCEDURAL BACKGROUND

¶2 The Partnership is a limited liability partnership formed in
Arizona in 1986. Stephen Stren was an original limited partner of the
Partnership. In 1997, the Partnership's limited partners removed the
original general partner and appointed WML as the successor general
partner. Stephen1 was the sole member-manager of WML.

¶3 In December 2012, Stephen died survived by his widow,
Cynthia Stren. In October 2016, the Ontario Superior Court of Justice issued
Cynthia a Certificate of Appointment of Estate Trustee for the Estate.2

¶4 In April 2016, the Partnership filed this action against the
Estate for breach of contract and breach of the implied covenant of good
faith and fair dealing. It alleged Stephen failed to collect monies owed to
the Partnership by the original general partner and borrowed monies from

1 For ease in identifying and distinguishing persons with the same last
name, we respectfully refer to them by their first names.
2 An estate's legal representative may be known by various titles. See
A.R.S. § 14-1201(48). For ease and consistency, we use "personal
representative" throughout this decision when referring to this role.

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the Partnership for himself or others that had not been repaid. WML
intervened as a defendant.

¶5 The Estate repeatedly argued that the Partnership's claims
were barred by Arizona's nonclaim statute, A.R.S. § 14-3803(A)(1), which
limits the time to assert claims against a decedent's estate. The superior
court rejected that argument.

¶6 In 2023, WML filed a separate action against the Partnership
and its then general partner, Eisenberg, requesting a declaratory judgment
concerning the parties' rights and obligations. The superior court granted
the Partnership's motion to consolidate that action with its claims against
the Estate and WML and later granted summary judgment for the
Partnership and Eisenberg on the declaratory judgment claim.

¶7 After a bench trial, the superior court granted judgment for
the Partnership on its claims for breach of contract and breach of the
implied covenant of good faith and fair dealing. It determined that WML
was Stephen's alter ego and he was therefore personally liable for the debt
of the company. It entered judgment against the Estate and WML jointly
and severally.

¶8 The Estate and WML filed a combined motion for new trial
and to amend the superior court's findings of fact and conclusions of law.
As relevant, they argued the Partnership's claims were barred by A.R.S. §§
12-548 and 14-3803, and the superior court's findings and conclusions that
WML was Stephen's alter ego were erroneous. The superior court denied
the combined motions.

¶9 The Estate and WML timely appealed the judgment and the
denial of the motion for new trial. This Court has jurisdiction pursuant to
A.R.S. §§ 12-2101(A)(1) and (5)(a).

DISCUSSION

¶10 The Estate and WML argue the superior court erred as a
matter of law by granting judgment for the Partnership and denying their
motion for new trial because the Partnership's claims are barred by
Arizona's nonclaim statute, A.R.S. § 14-3803. They also challenge the
superior court's decision that the Estate may be held jointly and severally
liable for the judgment against WML because WML was Stephen's alter ego.

¶11 We view the facts in the light most favorable to upholding the
judgment, Bennett v. Baxter Grp., Inc., 223 Ariz. 414, 417, ¶ 2 (App. 2010),

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and will accept the superior court's factual findings unless they are clearly
erroneous, i.e., not supported by substantial evidence. Davis v. Zlatos, 211
Ariz. 519, 523–24, ¶ 18 (App. 2005). We review de novo the superior court's
conclusions of law, including the interpretation of statutes. In re Estate of
Van Der Zee, 228 Ariz. 257, 259, ¶ 8 (App. 2011). We review de novo the
determination on a question of a foreign country's law, which may include
"conduct[ing] our own independent research and analysis." Ejeh v. Ali, 260
Ariz. 363, 368, ¶ 14 (App. 2025) (internal citation omitted); Ariz. R. Civ. P.
44.1.

I. Nonclaim Statute Applied to the Partnership's Claims Against the
Estate.

¶12 Stephen died in December 2012, and the Partnership became
aware of his death no later than December 10, 2013, when the other limited
partners filed an action to remove WML as the Partnership's general
partner. In April 2016, the Partnership filed this lawsuit against the Estate
and WML. The question is whether the Partnership's claims were barred
by Arizona's nonclaim statute, which sets the final deadline to file claims
against a decedent's estate and is generally not subject to waiver or tolling.
A.R.S. § 14-3803; Ader v. Estate of Felger, 240 Ariz. 32, 39, ¶ 18 (App. 2016).

¶13 The parties' original appellate arguments concerned whether
(i) the Partnership's claims were barred because they were not filed within
two years as required by A.R.S. § 14-3803(A); or (ii) the time limit did not
apply because Cynthia did not give notice to creditors. For purposes of that
analysis, the parties focused on the date of Cynthia's appointment as the
Estate's personal representative.

¶14 Although the Partnership stipulated in the superior court that
the Ontario Superior Court of Justice appointed Cynthia as the Estate's
personal representative in October 2016, it argued in this Court that Cynthia
had been acting on behalf of the Estate before then as the "legal equivalent"
of a personal representative under Canadian law. To get clarity on this
issue, we stayed the appeal and remanded for the superior court to
determine when probate was opened in Canada. After taking additional
evidence, the superior court found that probate opened in October 2016
when the Ontario Court appointed Cynthia via the Certificate of
Appointment of Estate Trustee.

¶15 In a supplemental memorandum, the Partnership urges us to
reject that finding and take notice of Ontario court records and law to

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conclude that Cynthia became personal representative for the Estate
effective immediately upon Stephen's death in 2012.

¶16 The Estate and WML argue that even if Cynthia had authority
to act as personal representative for the Estate immediately upon Stephen's
death, the Partnership's claim is barred by A.R.S. § 14-3803(B).3 Under that
statute, any claim against a decedent that arose before his or her death is
barred in Arizona if it is barred by the nonclaim statute of the decedent's
domicile before the giving of notice to creditors in this state. A.R.S. §
14-3803(B).

¶17 This Court applied A.R.S. § 14-3803(B) in In re Estate of Evitt,
245 Ariz. 352, 355, ¶ 14 (App. 2018). In that case, the decedent and his
ex-wife entered a settlement agreement at the time of their divorce that
required the decedent to ensure a payment to the ex-wife upon his death.
Id. at 353, ¶ 2. The decedent remarried and moved to Wyoming where he
died 26 years later. Id. at ¶¶ 3–4. His personal representatives settled his
estate in accordance with Wyoming law and made a final distribution one
year after his death. Id. at 353–54, ¶¶ 3–4. The following year, the ex-wife
submitted a claim to the personal representatives, which they denied. Id. at
354, ¶ 6. She then initiated probate proceedings in Arizona and petitioned
for allowance of her claim. Id. This Court held that A.R.S. § 14-3803(B)
barred her claim because it arose before the decedent's death and had not
been timely filed in Wyoming. Id. at 355, ¶ 14.

¶18 Arizona law bars claims two years after a person's death plus
the time remaining for notice. See A.R.S. § 14-3801, -3803. But Ontario law
provides that an action against a personal representative for a claim against
the estate "shall not be brought after the expiration of two years from the
death of the deceased." Trustee Act, R.S.O. 1990, c. T.23, s. 38 (Can.); see also
Ingram v. Kulynych Estate, 2024 ONCA 678, ¶¶ 50–52 (Can.) (stating section
38 of the Trustee Act covers all actionable wrongs). Similar to Arizona law,

3 The Partnership contends that the Estate has waived this claim,
however we exercise our discretion to consider this argument and decline
to apply waiver. See State, ex rel. Horne v. Campos, 226 Ariz. 424, 428, ¶ 13
n.5 (App. 2011) (stating this Court may consider arguments first raised on
appeal when "the facts are fully developed, undisputed, and the issue can
be resolved as a matter of law"). The Estate argued A.R.S. § 14-3803(B)
barred the Partnership's claims in both a supplemental filing before oral
argument and in a supplemental memorandum filed after this Court
remanded the case to the superior court. The Partnership had the
opportunity to respond to this argument but did not address its merits.

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this is a strict limit that is not subject to discoverability principles. Ingram,
2024 ONCA 678, ¶ 26; see also Van Der Zee, 228 Ariz. at 260, ¶ 18 (defining a
nonclaim statute as a law that sets a fixed deadline for creditors to bring
claims against a decedent's estate that is not waivable and generally cannot
be tolled).

¶19 Because Ontario law barred all claims against Stephen's estate
two years after his death, the Partnership's claims were barred under A.R.S.
§ 14-3803(B) when it filed them in 2016. We therefore need not decide when
Cynthia assumed the role of personal representative for the Estate.

II. Arizona Probate Code.

¶20 The Partnership argues the Arizona Probate Code, Title 14,
does not apply to a Canadian estate and therefore A.R.S. § 14-3803 cannot
bar its claim. It asserts that this case is analogous to BMO Harris Bank, N.A.
v. Reid, No. 1 CA-CV 14-0013, 2015 WL 1781389, at *2–3, ¶¶ 11–12 (Ariz. Ct.
App. Apr. 16, 2015) (mem. decision), a memorandum decision in which this
Court agreed—without analysis—that the Arizona Probate Code did not
apply to a Canadian probate estate where no ancillary action was filed in
Arizona and the personal representative did not give a creditor's notice
under Arizona law.

¶21 Title 14, Chapter 3 (Probate of Wills and Administration)
governs any proceedings in an Arizona court concerning the estate of a
decedent who was not an Arizona resident, including the rights of
claimants in regard to a local administration and "any other order
concerning the estate." A.R.S. § 14-4207. A plaintiff cannot avoid A.R.S.
§ 14-3803's deadline for claims by suing an estate instead of timely
presenting its claim to the estate through probate proceedings—whether in
Canada or through ancillary proceedings in Arizona. Evitt, 245 Ariz. at
354–55, ¶¶ 10–14 (holding a claim that arises before the decedent's death is
barred if not timely filed in the domicile of the decedent's estate); Ader, 240
Ariz. at 37, ¶ 10 (holding a creditor's claim is barred if it does not initiate
private proceedings within two years after decedent's death). To the extent
Reid suggests otherwise, we find it unpersuasive.

III. Corporate Veil Piercing.

¶22 The nonclaim statute also bars the Partnership's claims
against the Estate based on the theory that WML was Stephen's alter ego.
Generally, a plaintiff has the full statute of limitations period applicable to
the underlying claim to assert liability against a principal based on a veil

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piercing/alter ego theory. Specialty Cos. Grp., LLC v. Meritage Homes of Ariz.,
Inc., 251 Ariz. 365, 367, ¶ 11 (2021).

¶23 However, that is not the case when the claim is asserted
against a decedent's estate. When the time to bring a claim against an estate
under a nonclaim statute is shorter than the statute of limitations would
otherwise allow, the nonclaim statute governs, and the claim against the
estate is barred if not timely presented within the nonclaim statute's
timeframe. A.R.S. § 14-3803(A), (B). Just like any other claim that arose
before Stephen's death, the Partnership's claims against the Estate based on
an alter ego theory of liability were barred by the nonclaim statute. A.R.S.
§ 14-3803(B). Thus, this Court need not review whether the superior court
correctly determined that Stephen (through the Estate) was liable for
WML's breaches under a theory of corporate veil piercing/alter ego.

IV. Nonclaim Statute Applied to the Partnership's Claims Against
WML.

¶24 We agree, however, that the Partnership's claims against
WML were not barred by Arizona's nonclaim statute. Because A.R.S. §
14-3803 applies only to claims against a decedent's estate, the Partnership
was not required to assert its claims against WML within two years after
Stephen's death.4 The judgment against WML is therefore affirmed.

V. Attorney Fees and Costs on Appeal.

¶25 The Estate and WML request an award of costs and attorney
fees on appeal, citing A.R.S. §§ 12-341.01(A) and -342. This Court, in its
discretion, denies their request for attorney fees. However, as the
prevailing party, the Estate is awarded its taxable costs under A.R.S. §
12-341 upon compliance with ARCAP 21.

CONCLUSION

¶26 For the foregoing reasons, we vacate the judgment against the
Estate and affirm the judgment against WML. We remand this matter to

4 We do not address the Estate and WML's argument that the
Partnership's second amended complaint was filed outside the six-year
statute of limitations. See Dawson v. Withycombe, 216 Ariz. 84, 111, ¶ 91
(App. 2007) (holding an argument not raised in opening brief waived).

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the superior court to enter an amended judgment consistent with this
decision.

MATTHEW J. MARTIN • Clerk of the Court
FILED: JR

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