WA Business Law Blog

This is Part 1 of a four‑part series on indemnification clauses when buying or selling a Washington business. Indemnification clauses are one of the most powerful, and most underestimated, parts of any business contract. In Washington, they routinely determine who pays when something goes wrong, who carries the legal exposure, and how much of that… Read More

For small and mid-sized businesses, contracts shape nearly every relationship that matters. They govern how companies buy, sell, hire, lease, partner, and grow. When those agreements break down, business owners are often surprised by how quickly a disagreement becomes a lawsuit—and by how Washington courts approach contract disputes. From the perspective of a Washington litigator,… Read More

Many business owners assume the Consumer Protection Act (CPA) applies only to disputes involving individual consumers. After all, the name says it plainly. In reality, Washington courts have repeatedly held that business-to-business conduct can trigger CPA liability—sometimes with severe financial consequences. Understanding when a commercial dispute crosses into CPA territory is critical. The difference between a… Read More

Business owners and homeowners already manage a long list of responsibilities, from tax filings to ongoing maintenance. Beginning in 2026, they will face a new requirement. Certain residential real estate transfers will trigger reporting obligations under the federal Corporate Transparency Act (the “CTA”). Although the CTA’s business entity reporting rules remain on hold due to… Read More

As the merger and acquisition (“M&A”) market continues to evolve, buyers and sellers in the $10 million to $100 million range are increasingly looking for ways to manage risk without slowing down the deal process. One option gaining traction is the Transactional Liability Policy Enhancement (“TLPE”). Although it serves a similar purpose as traditional representations… Read More

In the competitive business environment of the Pacific Northwest, disputes are almost inevitable. Whether involving partners, employees, customers, or competitors, litigation often becomes a defining—and expensive—moment for a company. While no business can eliminate legal risk entirely, many of the most costly litigation outcomes stem from avoidable mistakes made long before a lawsuit is filed.… Read More

In business transactions, buyers and sellers tend to obsess over the big issues: purchase price, financing terms, governance structures. Yet it’s often the smallest details that create the biggest headaches. One of those details? The humble Employer Identification Number (“EIN”). The Scenario Picture a deal that closes without a hitch. Documents signed, wires confirmed, champagne… Read More

In mergers and acquisitions, closing day often feels like the finish line. Documents signed, wires confirmed, relief all around. But the true measure of a transaction is not taken at closing. It is in the future, when integration is underway and the deal’s value is either being realized or slipping away. The Scenario A company acquires… Read More

IntroductionWhat happens after your company is the subject of a data security breach? Washington’s RCW 19.255 imposes specific obligations on employers following a security breach involving personal information. Employers must act swiftly to notify affected individuals and, in certain cases, the Attorney General. This post outlines those core responsibilities and compliance best practices.  Who Must Comply… Read More