Recent News

Shotgun Buy-Sell Agreements – What Are They? Do I Need One?

Washington State Business and Real Estate Lawyer David C. Tingstad | 9/1/2021
The premise of the shotgun buy-sell agreement is an age-old technique that dates back far beyond its legal history. Explore this analogy with me: one piece of grandpa’s famous chocolate cake remains from a family birthday party and both you and your sibling want that cake but cannot agree on who gets what size portion.… Read More

Due Diligence And Employment Issues In Transactional Matters: The Lessons Of Clarity Capital Corp. v. Ryan, Newman, & Salish Wealth Mgmt.

Washington State Business and Real Estate Lawyer David C. Tingstad and Washington State Employment Law Lawyer Laura Y. Davis | 8/31/2021
In the context of a business combination—whether it is an asset purchase, stock purchase, or merger—due diligence is critical to establishing and maintaining value.  A recent case from the Washington Court of Appeals (Clarity Capital Corp. v. Ryan, Newman, & Salish Wealth Mgmt.), though unpublished, highlights a couple of lessons when it comes to due… Read More

‘When’ And ‘Where’ Does One Become A Member Of An LLC?

Washington State Business and Real Estate Lawyer David C. Tingstad | 7/21/2021
Fundamental information gathering requires one to answer questions relating to who, what, when, where, why, and how. In past postings, I have discussed the ‘how’ of acquiring an LLC membership (see, for example: An LLC Issued Me a K-1. What Am I?). As it stands, acquiring membership interest in an LLC rests on a host… Read More

Guidance On Judicial Dissolution Of An LLC

Washington State Business and Real Estate Lawyer David C. Tingstad | 7/7/2021
In Washington, a court may order the dissolution of an LLC when “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…” RCW 25.15.274.  While there is no guidance from Washington about the applicable standard, the Iowa Supreme Court… Read More

The Implied Covenant: A Delaware Perspective

Washington State Business and Real Estate Lawyer David C. Tingstad | 6/23/2021
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

What Is The Implied Contractual Duty Of Good Faith And Fair Dealing?

Washington State Business and Real Estate Lawyer David C. Tingstad | 6/16/2021
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

Should I Put My Primary Residence In An LLC?

Washington State Business and Real Estate Lawyer David C. Tingstad | 6/11/2021
Because I work so closely with real estate investors who use LLCs for their investment properties, I am frequently asked whether they should put their primary residence in an LLC. Most people are aware that an LLC can provide liability protection for assets and may provide tax benefits. There are substantial downsides, however, associated with… Read More

Fiduciary Duties And Your Washington LLC: You May Have Heard About Them But What Are They?

Washington State Business and Real Estate Lawyer David C. Tingstad | 6/2/2021
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

Professional LLC Or Professional Service Corporation – What Is The Difference?

Washington State Business and Real Estate Lawyer David C. Tingstad | 5/19/2021
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