Recent News

Cash-mergers are one way controlling members of LLCs can legally extinguish the interest of minority members.  One of the leading commentators on “business divorce” is New York lawyer Peter Mahler.  This week, Peter outlined an influential New York appellate decision (see here), which dramatically alters the ability of controlling members of LLCs to oust minority… Read More

Most people with some experience in real estate transactions are aware of a seller’s duties generally to disclose to the buyer adverse material facts about the property being sold.  But what duties do brokers have in this regard?  Washington law imposes on brokers certain non-waivable duties owed “to all parties to whom the broker renders… Read More

When buying or selling residential or commercial real estate, the transaction can be mercifully simple- you work with your agent to sign the Purchase and Sale Agreement, work through lending and escrow, and sign a pile of paper to close. But it isn’t always simple: Is my fence on my neighbor’s lot? Do my neighbor’s… Read More

Washington State has been on a long road to recovery ever since Governor Jay Inslee first issued his original “Stay Home-Stay Heathy” proclamation on March 23, 2020.  The Governor has now amended his original Stay Home order twelve times.  The last two amendments saw the Governor begin to rollback the “County by County Phased Reopening”… Read More

Individuals regularly hold their real estate in LLCs for many reasons, including asset protection, because an LLC is a “separate legal entity” RCW 25.15.071 (3) and members are not liable for debts of the LLC RCW 25.15.126 (1).  The distinction between an individual member and an LLC was front and center in a recent Washington… Read More

Draft carefully, because ambiguous drafting may leave you at the mercy of default rules of the LLC Act.  A recent Wisconsin Supreme Court decision, Marx v. Morris, 925 N.W.2d 112 (Wisc. 2019), illustrates the need for careful drafting. The Case’s Significance Before delving into the facts and dispute arising out of Marx, it is important… Read More

In last week’s post, I identified some of the key distinctions when one holds an interest in an LLC, but is not a member (see here).  Members and transferees hold different rights. This post seeks to further explore the similarities and differences between members and transferees. Rights of Members and Transferees Members and transferees share… Read More

You may have heard that “membership has its privileges.”  But what if a person has an interest in an LLC but is not a member?  In general, such a person is a “transferee” and holds only a “transferable interest.” Transferable Interest Defined Under RCW 25.15.006(20) a transferable interest “means a member’s or transferee’s right to… Read More

In Washington, partnerships may be formed without a written agreement.  In 2016, Washington amended its LLC Act (RCW 25.15 et seq.) to allow oral LLC agreements. However, just because you can have oral partnership and LLC agreements does not mean you should—this is the lesson learned from the recent Washington Court of Appeals case, Samra… Read More