Tag: LLC Act

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

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

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dispute between co-owners (and friends), which culminated in (almost certainly) the end of a friendship and the recent unpublished appellate decision, Brower v. Hoerner, No. 36442-9-III, 2020 WL 1282511 (Wn.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

One of the features of Washington’s new LLC Act is a clarification of the fiduciary duties owed by members and managers. The Act provides that the only fiduciary duties members of a member- managed LLC and a manager of a manager-managed LLC are the duties of loyalty and care. Members in a manager-managed LLC do… Read More

In Washington State, as with most states, LLC members hold certain rights deriving from statute as well as contract rights.  Most all of the rights identified in our LLC Act, RCW 25.15 (the “Act”) are subject to modification by agreement.  In the absences of an agreement to the contrary, members of LLCs, pursuant to the… Read More

When a creditor obtains a judgment against a debtor, there are numerous possible avenues for enforcement.  Typical collection efforts may include wage garnishment, bank garnishment, and personal property execution.  Collection strategies depend greatly upon the financial circumstances of the debtor.  One nuanced area of enforcement involves collection efforts against a debtor who is a member… Read More