Author: David C. Tingstad

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

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

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

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

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

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

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 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

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