WA Business Law Blog

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

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 1967, Washington enacted the Washington Nonprofit Corporation Act, Revised Code of Washington (“RCW”) Chapter 24.03. After several years of review and study, Washington enacted a new Washington Nonprofit Corporation Act, RCW 24.03A. The new act became effective January 1, 2022. RCW Chapter 24.03 was repealed effective that date. The new act applies to all… 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

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