Litigation

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

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

Washington law provides a board of directors discretion to make distributions to its shareholders. However, this discretion is not unfettered. This post will explore the limitations on distributions for which Boards should be aware to protect themselves from personal liability. Limitations on Distribution A board’s ability to make distributions to its shareholders is limited by… Read More

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

In our capitalistic system, the law generally favors freedom of individuals and entities to enter into contracts as they see fit.  Most of the time, when someone breaches a contract, we consider such an event the product of the breaching party’s free choice, and the only liability flowing from the breach is that of the… Read More

As a New Year’s treat, this week’s post will be a twofer. We will now discuss Yakuel v. Gluck, a convoluted case involving the entity Agency Within LLC (hereby referred to as the “Company”). The Company’s Shareholder and LLC Agreements priced a buy-out option subject to the “final and binding” determination of a third-party appraiser,… Read More

Washington State provides that, generally, a business entity may not employ medical professionals to practice their licensed professions.  This Corporate Practice of Medicine (CPOM) doctrine protects the relationship between medical doctors and patients.  The doctrine dates back to 1943, when the Washington Supreme Court ruled in State ex rel. Standard Optical Co. v. Superior Court, that only a person,… Read More

In the Washington Supreme Court’s recent opinion in Young v. Toyota Motor Sales, U.S.A., many plaintiffs’ attorneys added a bigger hammer to their tool belt. The case effectively broadens the applicability of Washington’s Unfair Business Practices Act (or Consumer Protection Act, “CPA”), RCW 19.86. Many civil litigants and their counsel should be aware of the… Read More