Recent News

Last week, we discussed different possible remedies for a failure to contribute capital. This week, let us consider a recent Washington Court of Appeals case, Moses Land Grow LLC v. Brickstone Holdings LLC, that helps to clarify the definition of a capital contribution. Moses Land Grow LLC v. Brickstone Holdings LLC In March of 2017,… Read More

Washington State provides that, generally, a business entity may not employ medical professionals to practice their licensed professions.  This Corporate Practice of Medicine (CPOM) doctrine protects the relationship between medical doctors and patients.  The doctrine dates back to 1943, when the Washington Supreme Court ruled in State ex rel. Standard Optical Co. v. Superior Court, that only a person,… Read More

Real estate attracts investors for many reasons, including tax advantages. Upon sale of investment real property, you are subject to capital gains tax. However, you may delay payment of that tax by quickly purchasing new real estate (a “replacement” property) after the sale of the original property. Section 1031 of the Internal Revenue Code sets… Read More

Every business needs capital, so what happens when members form an LLC and promise to contribute capital but fail to follow through?  The breach of such a promise is foreseeable, so plan for it. Consider drafting provisions in an LLC Agreement that outline remedies when a member breaches their promise to contribute. Our discussion this… Read More

September 2nd, 2021 attorney David Tingstad and law clerk Caleb Tingstad discuss Deadlock Resolution Techniques in LLCs and Closely Held Corporations. Read More

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

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 v. Ryan, Newman, & Salish Wealth Mgmt.), though unpublished, highlights a couple of lessons when it comes to due… Read More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 purchasing a property, a buyer has a multitude of different considerations to keep in mind, such as reviewing Form 17 disclosures, addressing financing contingencies, reviewing inspections, and considering earnest money deposits, escalation clauses, and more.  The list can feel endless.  One of the most important documents involved in the purchase of a home, the… Read More

Earlier this year, I wrote a blog post about assigning commercial leases generally.  Sometimes, contractual rights or obligations get transferred without an express assignment.  This can happen, for example, where a party to the contract gets acquired by someone else, or where the party’s ownership or control changes hands.  An entity tenant under a commercial… Read More