WA Business Law Blog

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

Does Washington Really Prohibit Non-Compete Agreements? The Intersection of the Duty of Loyalty and Covenants Not to Compete

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Jun 22, 2022
Much has been written about non-compete agreements in light of Washington’s relatively new restrictions provided in RCW 49.62 et seq., which explains “…, the legislature finds that agreements limiting competition or hiring may be contracts of adhesion that may be unreasonable.” 49.62 goes on to place significant restrictions on covenants not to compete that involve… Read More

Adding Value to Your Business Through Diversification and Succession Planning

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Jun 15, 2022
In January 2022, Beresford Booth launched a new Business Legal Review and Diagnostic Service. Most of our reviews have centered around closely held businesses, whose owners routinely have 80% or more of their wealth tied up in their business. Businesses we have examined have been well run, but not perfect. As business lawyers, we frequently… Read More

Dissenters’ Rights Pt. 3 – Fair Value

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Jun 1, 2022
A while back, I posted a two part series on Dissenters' Rights: Pt. 1, Who Are They? And Who Has Them? and Pt 2, Valuation. This week, we return to the topic with two hallmark cases on “fair value”: Sentinel C3 v. Hunt, and Eagleview Technologies v. Pikover. As discussed in my prior post, in… Read More

The Direct v. Derivative Conundrum and Why it Matters

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
May 25, 2022
The Oxford Dictionary defines a conundrum as “a confusing and difficult problem or question”.  When considering a claim, its classification as direct rather than derivative—or vice versa—qualifies as a conundrum. What are Direct Actions and Derivative Actions? A direct action seeks redress for harm to a particular individual, and not as a consequence of damage… Read More

LLCs are STILL NOT Corporations

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
May 25, 2022
In a past post, I highlighted a common mistake in judicial opinions whereby courts identify LLCs as “limited liability corporations.” Limited liability corporations do not exist. Passage of time has not cured the susceptibility to committing this mistake. In this post, I will show a few recent opinions that label an LLC as a “limited… Read More

Notable New Amendments to the Washington LLC Act: Part Two

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
May 18, 2022
In 2022, the Washington State Legislature adopted several significant changes recommended by the Washington State Partnership Law Committee. In a previous post, I discussed two of these significant changes: (1) a member may voluntarily withdraw from a limited liability company at any time; and (2) a transferee of all of single-member’s LLC interest is automatically… Read More

Notable New Amendments to the Washington LLC Act

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Apr 27, 2022
Introduction Since approximately 2010, I have had the privilege of participating in Washington’s Partnership Law Committee.  One of the functions of the Committee was to completely revise our LLC Act, which was achieved in 2016.  The Committee continues to work to improve our LLC Act and the 2022 legislature adopted several significant changes dealing with… Read More

Construction Contracts: Why a Handshake Is Not Enough

JP Diener Edmonds Lawyer
J Patrick Diener
Mar 17, 2022
One might think that the “handshake deal” is a thing of the past but it continues to thrive in the construction industry.  After representing many contractors in various lawsuits with owners and other contractors, I have concluded that almost everything comes down to the quality of the contract between parties.  Surprisingly, as often as not,… Read More