WA Business Law Blog

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

Buy-sell provisions are a significant portion of owner agreements for any closely held business. In the past, we have discussed the Shotgun Buy-Sell Agreement, the “I cut, you choose” method of deadlocked dispute resolution.  Today, we tackle different triggering and valuation mechanisms showcased in a case out of New York, Estate of Connie Collins v.… Read More

The Corporate Transparency Act (CTA), passed on January 1st, 2021, becomes effective in 2022 and aims to fight money laundering and other illicit activity. In this week’s blog post, we will outline the CTA and discuss how businesses can comply with its requirements. The Basics Essentially, the CTA requires reporting companies to disclose beneficial ownership… Read More

Published in 2007, Bishop of Victoria v. Corporate Business Park became a seminal case in the state of Washington with respect to LLCs and fiduciary duties.  Times have changed, however, and the law has developed since 2007. Over the next few weeks, we will discuss some of these developments and how current law applies today… Read More

Last week, we discussed capital contribution in the context of Moses Land Grow LLC v. Brickstone Holdings LLC. This week, as promised, we will discuss the Brickstone remedy for a failure to contribute capital. Brickstone Continued As you will recall, Fladseth and Moses Land Grow LLC (MLG) agreed to form Brickstone Holdings LLC (BH) to purchase and… Read More

Last week, we discussed different possible remedies for a failure to contribute capital. This week, let us consider a recent Washington Court of Appeals case, Moses Land Grow LLC v. Brickstone Holdings LLC, that helps to clarify the definition of a capital contribution. Moses Land Grow LLC v. Brickstone Holdings LLC In March of 2017,… 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

Every business needs capital, so what happens when members form an LLC and promise to contribute capital but fail to follow through?  The breach of such a promise is foreseeable, so plan for it. Consider drafting provisions in an LLC Agreement that outline remedies when a member breaches their promise to contribute. Our discussion this… Read More