WA Business Law Blog

Successor Liability Among Related Entities

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Sep 30, 2020
This week’s post continues the discussion from last week about successor liability through the lens of Maple Valley Park Place, LLC v. Tax Resource Centers, Inc., No. 78832-9-I, 2020 WL 1853575 (Wn. App. Apr. 13, 2020). In Maple Valley, the dispute on appeal surrounded MVPP’s attempt to pierce the corporate veil and pin the sole… Read More

An Interesting Case On Piercing The Corporate Veil

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Sep 23, 2020
Maple Valley Park Place, LLC v. Tax Resource Centers, Inc., No. 78832-9-I, 2020 WL 1853575 (Wn. App. Apr. 13, 2020) highlights Washington courts’ reluctance to permit creditors to pursue individuals for corporate debts. The Dispute Maple Valley Park Place, LLC (“MVPP”) owns and operates certain office space in Maple Valley. Northwest Tax Specialists, Inc. (“NTS”)… Read More

Dissenters’ Rights Pt. 2 – Valuation

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Sep 16, 2020
Last week, I covered the first part of the complex process of dissenters’ rights: learning what they are and who has them. This week covers the second part of the process: valuing an interest once an owner has dissented. Procedure to Exercise Dissenters' Rights After a member of an LLC or shareholder of a corporation… Read More

Dissenters’ Rights Pt. 1 – What Are They? Who Has Them?

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Sep 9, 2020
Minority owners of closely held businesses in Washington have substantially limited rights once the majority owners decide to take certain, major actions.  In fact, it can be said that the only right a minority owner has is the right to “dissent.”  Today’s post identifies “dissenters' rights” and when they can be exercised depending on the… Read More

The Forced Buy-Out: Lessons From Sound Infiniti

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Sep 2, 2020
In this week’s blog, I review the classic Washington Supreme Court decision, Sound Infiniti, Inc. v. Snyder, 169 Wn.2d 199, 237 P.3d 241 (2010), which stands for one simple proposition: majority shareholders who follow the statutory rules may successful force out the interest of a minority shareholder – even over the objection of the minority… Read More

No, LLC Members Are Not Entitled To All LLC Documents

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Aug 26, 2020
One of the first actions LLC members take when a membership dispute arises is to make a demand for LLC documents. Members often believe they are “entitled” to documents, including customer lists, trade secrets, and documents relating to the Company’s intellectual property.  Members making these requests are often surprised that they have no rights to… Read More

Fiduciary Duties, Entity Types and the Family Business

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Aug 19, 2020
Often the harshest business disputes are those taking place where there ought to be the most love: in the midst of family. That is the context of this week’s case, which is the culmination of 10+ years of familial issues: Kesselring v. Kesselring, No 78764-1-I, 2020 WL 1675788 (Wn. App. Apr. 6, 2020). Highlighted in… Read More

A Rare Washington Fiduciary Duty Case

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Aug 12, 2020
The sale of an interest in an LLC and fiduciary duties in the context of such a sale were the subject of a recent Washington Court of Appeals decision Tersuli Construction Services, LLC v. Miletich, No 78906-6-I, 2020 WL 3268044 (Wn. App. May 18, 2020). The LLC and Membership Buy-Out Tersuli is a dispute between… Read More

Of Professional Services Corporations, Murder And Valuation

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Aug 5, 2020
I doubt anyone will ever put a TV show together based on business entity law.  My suspicion is that a large percentage of the viewing population would consider it too “boring.”  I beg to differ, and this week’s post on the King and Mockovak dispute supports my view.  When you read King and Mockovak Eye… Read More