Tag: Good Faith

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

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