WA Business Law Blog

In last week’s post, I discussed Washington’s perspective on the implied duty of good faith and fair dealing, specifically in the context of the iCap NW case. Because of the relative lack of Washington guidance on business issues, Washington courts regularly look to Delaware for guidance. This week, I continue the exploration of the implied… Read More

In a previous post, I discussed the “two and a half duties” LLC members owe to other members, focusing primarily on the duties of loyalty and care.  In this week’s installment, I attempt to identify some specifics about the slippery concept of the implied contractual duty of good faith and fair dealing (25.15.038(6)(b)). The context… Read More

Virtually every lawsuit involving disputes among owners of closely held or family-owned businesses includes a claim for “breach of fiduciary duty”.  You may have heard of a fiduciary duty, but would you know one if you saw it?  In this week’s post, let us discuss fiduciary duties in the context of Washington LLCs. Loyalty, Care,… Read More

Lawyers, doctors, accountants, and other professionals cannot engage in the “corporate” practice of their professions, except through authorized entities.  Professional LLCs and professional service corporations are two such authorized entities.  When considering which entity may be right for you, it is important to note their differences. At least three issues distinguish professional LLCs from professional… Read More

On May 11, 2021, Division II of the Washington Court of Appeals issued an opinion arising out of a corporation owned by the Rees family.  The case is interesting for a host of reasons, but the focus of this article is minority oppression. The Family v. Don Rees Don Rees owned 51% and his wife,… Read More

Investors regularly make the mistake of assuming they do not need a written LLC agreement when they form a single-member entity. In the absence of a written LLC agreement, statutory default rules apply, which often come with surprising consequences. A Hypothetical Let us consider, for example, you purchase a fourplex in your own name then transfer… Read More

In last week’s blog, I discussed restrictions on the transfer of shares in a shareholder agreement. This week, taking it a step further, I will discuss certain transfer restrictions discussed in a recent Washington Court of Appeals Case: Hammond v. Everett Clinic, PLLC, No. 80772-2-I, 2021 WL 961130 (Wn. App. Mar. 15, 2021). Case Dispute… Read More

Corporations are creatures of statute, contrary to LLCs, which are creatures of a contract.  I have written extensively about the need for a carefully crafted LLC agreement, but have not written much about the need for shareholders in a closely held corporation to have a carefully crafted shareholder agreement. Shares of stock are generally freely… Read More

Inevitably, every business will end. Successful businesses plan for the end, and, as a result, maximize the value of their efforts. A proper advance plan can help maximize value when the time comes. Just as every business is different, a plan for succession varies for every business. There are a few fundamentals for an ‘advance… Read More