WA Business Law Blog

The Oxford Dictionary defines a conundrum as “a confusing and difficult problem or question”.  When considering a claim, its classification as direct rather than derivative—or vice versa—qualifies as a conundrum. What are Direct Actions and Derivative Actions? A direct action seeks redress for harm to a particular individual, and not as a consequence of damage… Read More

In a past post, I highlighted a common mistake in judicial opinions whereby courts identify LLCs as “limited liability corporations.” Limited liability corporations do not exist. Passage of time has not cured the susceptibility to committing this mistake. In this post, I will show a few recent opinions that label an LLC as a “limited… Read More

In 2022, the Washington State Legislature adopted several significant changes recommended by the Washington State Partnership Law Committee. In a previous post, I discussed two of these significant changes: (1) a member may voluntarily withdraw from a limited liability company at any time; and (2) a transferee of all of single-member’s LLC interest is automatically… Read More

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 RCW Chapter 24.03 was repealed effective that date.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