WA Business Law Blog

Washington law makes clear that across all Washington business entities, those in control (e.g. directors, officers, managers, partners) owe fiduciary duties. Traditionally, these fiduciary duties include the duty of care and loyalty. Sometimes, Courts include the duty of good faith and fair dealing within fiduciary duties as well. Controllers should understand that this includes what… Read More

In the cattle business, deals often move at the speed of trust. A handshake, a quick inspection, maybe a few words about weight, health, or breeding history — and the cattle are loaded up. But when the buyer later claims the herd wasn’t what was promised, that straightforward deal can turn into a legal dispute… Read More

Most business owners spend years building something they hope to eventually sell, yet very few think like a buyer until they are already sitting across the table from one. By then, it is often too late to fix the problems that reduce your asking price, slow the deal to a crawl, or kill it entirely.… Read More

A buyer submits a letter of intent (LOI), your broker calls it a major milestone, and excitement fills the room. It is a major milestone—but it is also one of the most misunderstood documents in any M&A transaction. Many sellers sign LOIs without fully understanding what they have agreed to, and by the time they… Read More

Most passive real estate investments begin with a simple promise. Investors contribute capital, the sponsor executes the business plan, and everyone shares the profits generated by the property. Unfortunately, real estate projects rarely unfold exactly as projected. Construction costs increase. Interest rates rise. Lease-up periods take longer than expected. Refinancing opportunities disappear. Operating expenses climb.… Read More

In a recent blog post HERE, I referenced Trimm v. Kelly, No. 86734-2-I, 2025 Wash. App. LEXIS 2666 (Ct. App. Dec. 29, 2025) (unpublished), which adopted a new demand futility test for derivative claims under Washington law. A more thorough review of Trimm’s facts and analysis of Trimm is instructive for practitioners in assessing how to establish the “substantial likelihood… Read More

This Friday, June 12,, 2026, David Tingstad, Beresford Booth Partner and Chair of the Business, Mergers and Acquisitions Team, presents continuing legal education regarding business law updates for the Washington State Bar Association. Along with Attorney Douglas Batey from Batey Business Law PLLC, David will share on the topic, “Washington’s LLC Act – How Did It… Read More

In 2009, Washington’s Supreme Court announced in In re F5 Networks that Washington follows Delaware with respect to its standard for pleading demand futility in derivative actions. A previous blog discussed that here. In 2021, Delaware’s Supreme Court announced an updated test for demand futility. This posed a question to Washington practitioners as to whether Washington courts… Read More

As someone who has been deeply involved with limited liability companies since their inception in Washington in 1995, I am surprised by the questions that repeatedly arise.  One such question is: Am I a member?  A brand new Washington Court of Appeals case highlights some issues.  In Fisch v. FRR-Harmon, LLC (June 2026, WA), Michael… Read More