Recent News

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

On Thursday, April 22nd, Jay Inslee signed into law a right to counsel guaranteeing to low-income residential tenants the right to counsel during the eviction process. Although Seattle, and several other cities, had similar laws already on the books, Washington State has now established itself as the first state to pass such legislation. Washington appears to… Read More

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

May 13th, 2021 David Tingstad and Eli Yim discuss the ABCs of written LLC agreements. 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

Washington State, and particularly King and Snohomish Counties have grown rapidly in recent years. New construction and remodeling projects are a part of the familiar landscape of the area. Contractors and subcontractors who provide labor, professional services, materials, or equipment to improve real property, however, must navigate through the extensive statutory scheme contained in RCW… Read More