WA Business Law Blog

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

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

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

As a member of the drafting committee of Washington’s LLC Act, RCW 25.15 (the “Act”), I know the difficulty associated with drafting. The committee spent years pouring over the Act and continues to work to improve it.  One of the issues that has provided some difficulty is an apparent contradiction between the dissociation provisions of… Read More

Many “good ideas” today take direction from other “good ideas” before them. This blog, for example, takes inspiration from other “bloggers” in the legal community, such as my friend Tom Rutledge, an expert in business entity law from Kentucky. I will certainly refer to Mr. Rutledge’s blog in future posts as he offers unique insight… Read More

The Big Dipper is a club in Spokane known for its lively music and fantastic atmosphere. Unfortunately, it became the center of an ugly dispute between co-owners (and friends), which culminated in (almost certainly) the end of a friendship and the recent unpublished appellate decision, Brower v. Hoerner, No. 36442-9-III, 2020 WL 1282511 (Wn. App.… Read More

This post is the final in a series of three discussing some of the basic principles of Washington LLCs and the default rules of the Washington Limited Liability Company Act, RCW 25.15 (the “Act”).  The previous two posts discussed the “pick your partner” principle and member dissociation and withdrawal.  This final post in the series… Read More

The first step in negotiating the purchase and sale of a business or its assets is to execute a letter of intent.  The letter of intent stipulates the “big picture” terms of the agreement.  These terms include naming all parties to the agreement, defining the assets being purchased, and the purchase price.  The “big picture”… Read More

Membership in Washington LLCs comes with many rights, privileges, and obligations, and members cannot easily dispose of them.  This second post in a series of three highlights Washington’s Limited Liability Company Act, RCW 25.15 (the “Act”) default provisions on member dissociation and withdrawal as ways in which LLC members dispose of their various rights, privileges,… Read More