WA Business Law Blog

When individuals wish to join forces in business and form a limited liability company, they should put together a written operating agreement for their entity, and take care to consider each provision carefully, as the final document will govern their rights and responsibilities and will fundamentally steer the course of the relationship between them. One… Read More

Per RCW 25.15.246(1), “a member has no interest in specific limited liability company property.” There are a number of consequences that flow from such a brief statement in the LLC Act.  This article will discuss a few of such consequences. First, the members have no right to prosecute a cause of action owned by the… Read More

One aspect of business that is governed by the Uniform Commercial Code (the “UCC”) is secured transactions involving personal property. A good example of such a transaction is the bank loan the repayment of which is secured by a security interest in inventory, equipment, supplies, work in process, and general intangibles, etc. The UCC defines… Read More

At the outset of forming an LLC, everyone gets together around the table to agree on the operating agreement and its provisions. A party who is always at the table, but who is frequently forgotten, is the LLC itself. Sometimes, I see operating agreements signed by the members, but not the LLC. A recent Washington… Read More

The Washington LLC Act provides “courts may order dissolution of a limited liability company whenever: (1) it is not reasonably practicable to carry on the limited liability company's activities in conformity with the certificate of formation and the limited liability company agreement; or (2) other circumstances render dissolution equitable.” RCW 25.15.274. This begs the question:… Read More

By: David C. Tingstad, Business and Real Estate Lawyer and Jennifer Takamoto, Business Law Paralegal. At Beresford Booth we pride ourselves on helping small businesses owners open their new business. We understand small businesses are built on hard work and our clients are putting all their time and money into their exciting new venture. They… Read More

A unique question was recently posed in Tormino v. Tormino Sash & Glass, Inc., 21 Wash.App.2d 1036 (Wash. Ct. App. 2022). Can an LLC be a director in a Washington corporation?  Tormino v. Tormino Sash & Glass In Tormino, at a special meeting of the shareholders, the shareholders of Tormino Sash and Glass, Inc. (“TSG”)… Read More

In Burksfield II, the Washington State Court of Appeals discussed statutory and contractual indemnification in the context a derivative action. In this post, I briefly detail the facts and discuss the meat of the matter. Burksfield v. LSL Properties, LLC – The Facts Deborah Burksfield (“Burksfield”) and two of her brothers, Larry and Steve Sali… Read More

A contract of adhesion is one that is prepared by one party to the transaction and presented to the other on a take it or leave it basis.  These are most likely to arise in relationships between businesses and consumers (as opposed to relationships between two individuals or relationships between businesses).  Adhesion contracts are most… Read More