WA Business Law Blog

Can an LLC Be a Director in a Washington Corporation?

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Sep 21, 2022
A unique question was recently posed in Tormino v. Tormino Sash & Glass, Inc., 21 Wash.App.2d 1036 (Wash. Ct. App. 2022). Can an LLC be a director in a Washington corporation?  Tormino v. Tormino Sash & Glass In Tormino, at a special meeting of the shareholders, the shareholders of Tormino Sash and Glass, Inc. (“TSG”)… Read More

Washington LLCs and Indemnification

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Aug 24, 2022
In Burksfield II, the Washington State Court of Appeals discussed statutory and contractual indemnification in the context a derivative action. In this post, I briefly detail the facts and discuss the meat of the matter. Burksfield v. LSL Properties, LLC – The Facts Deborah Burksfield (“Burksfield”) and two of her brothers, Larry and Steve Sali… Read More

Power Imbalance in the Courtroom: Litigating Adhesion Contracts

JP Diener Edmonds Lawyer
J Patrick Diener
Aug 15, 2022
A contract of adhesion is one that is prepared by one party to the transaction and presented to the other on a take it or leave it basis.  These are most likely to arise in relationships between businesses and consumers (as opposed to relationships between two individuals or relationships between businesses).  Adhesion contracts are most… Read More

Language of Performance in Contracts

Eli K. Yim, Edmonds Lawyer
Eli K. Yim
Aug 2, 2022
Contracts are an inescapable reality for most these days—from buying, selling or leasing a home, taking out a loan, or running a business to re-upping with your mobile phone carrier (and everything in between). But beyond the terms of the agreement—what exactly the parties agree to do—there are certain key words that speak to the… Read More

Can I Represent a Non-Existent Entity? Pt. 2: Jesse v. Danforth

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Jul 20, 2022
Last week, I discussed a hypothetical situation in which ‘X number of individuals approach me to form an LLC for their business (i.e., the entity does not exist yet)’ and the three possible approaches to the subsequent question, “who is my client?” You can find that post here. This week, I will further explore one… Read More

What is Indemnification?

Babak Shamsi Edmonds Lawyer
Babak Shamsi
Jul 14, 2022
Our world is full of contracts:  construction contracts, consulting contracts, retail contracts, employment contracts, settlement agreements, and, well, writing the list down on a stack of papers might result in a stack so thick that it would cover the distance from our Earth to the Moon. Despite covering an unimaginably wide variety of subject matter,… Read More

Can I Represent a Non-Existent Entity?

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Jul 13, 2022
When representing new clients, lawyers may overlook some preliminary, fundamental questions as they jump right into the matter at hand. One such question, often overlooked, is “who is my client?” Failure to ask and answer this question can lead to ethical dilemmas, and possible malpractice down the road. ABA Model Rule 1.13(f) states, “a lawyer… Read More

Fraudsters Seek Your Clients

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Jul 6, 2022
As lawyers who form entities, there are a number of “hoops” we must jump through with our clients to get their business up and running. In some ways, our clients resemble a racehorse with their blinders on, solely focused on their goal of starting their new enterprise. And rightfully so! Fraudsters, however, loom large over… Read More

Reinstating an Administratively Dissolved Washington Entity

Per E. Oscarsson, Edmonds Lawyer
Per E. Oscarsson
Jun 27, 2022
Corporations, limited liability companies, and certain types of partnerships, formed in the state of Washington, are required to file annual reports and pay an annual license renewal fee to the Washington Secretary of State (the “Secretary”).  Each year, the Secretary sends notice to the entity that its annual report and fees are due by a… Read More