Recent News

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

July 15th, 2021 Andrew McKenzie discusses warranty deeds: traps for the unwary. Read More

July 8th, 2021 Attorney, Eli K. Yim presents the ins and outs of confidentiality agreements. Read More

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

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

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

June 10th, 2021 David C. Tingstad and Per E. Oscarsson discuss the business sale process, and they address common confusions that many sellers experience. 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