WA Business Law Blog

When business owners prepare to sell their company, they tend to focus on the headline items: purchase price, closing conditions, and transition plans. But when the business owns real estate, the deed quietly carries sizeable weight that can impact your liability for years after the keys change hands. The Overlooked Asset in a Business Sale… Read More

When selling a Washington business that owns real estate, one of the earliest decisions is deceptively simple: Should the property be part of the sale, or should the seller keep it and lease it back to the buyer? Both approaches can work, but each carries different legal and financial consequences. Option 1: Sell the Property… Read More

For most business owners, the closing of an M&A transaction feels like the finish line. The wire transfer hits, the handshakes happen, and the company you spent years building belongs to someone else. But in transactional law, closing is not always the end—it can be the beginning of a period of continued financial exposure if… Read More

Washington law makes clear that across all Washington business entities, those in control (e.g. directors, officers, managers, partners) owe fiduciary duties. Traditionally, these fiduciary duties include the duty of care and loyalty. Sometimes, Courts include the duty of good faith and fair dealing within fiduciary duties as well. Controllers should understand that this includes what… Read More

In the cattle business, deals often move at the speed of trust. A handshake, a quick inspection, maybe a few words about weight, health, or breeding history — and the cattle are loaded up. But when the buyer later claims the herd wasn’t what was promised, that straightforward deal can turn into a legal dispute… Read More

Most business owners spend years building something they hope to eventually sell, yet very few think like a buyer until they are already sitting across the table from one. By then, it is often too late to fix the problems that reduce your asking price, slow the deal to a crawl, or kill it entirely.… Read More

A buyer submits a letter of intent (LOI), your broker calls it a major milestone, and excitement fills the room. It is a major milestone—but it is also one of the most misunderstood documents in any M&A transaction. Many sellers sign LOIs without fully understanding what they have agreed to, and by the time they… Read More

Most passive real estate investments begin with a simple promise. Investors contribute capital, the sponsor executes the business plan, and everyone shares the profits generated by the property. Unfortunately, real estate projects rarely unfold exactly as projected. Construction costs increase. Interest rates rise. Lease-up periods take longer than expected. Refinancing opportunities disappear. Operating expenses climb.… Read More

In a recent blog post HERE, I referenced Trimm v. Kelly, No. 86734-2-I, 2025 Wash. App. LEXIS 2666 (Ct. App. Dec. 29, 2025) (unpublished), which adopted a new demand futility test for derivative claims under Washington law. A more thorough review of Trimm’s facts and analysis of Trimm is instructive for practitioners in assessing how to establish the “substantial likelihood… Read More