Recent News

This post keeps with the theme developed over the past couple weeks of derivative actions, this time in their application to limited liability companies. Interestingly, Washington’s Division Three Court of Appeals threw practitioners a “derivative action curveball” in the 2016 opinion Holman v. Brady, No. 33114-8-III, 2016 WL 4921457 (Wn. App. Sep. 13, 2016). This… Read More

In almost all instances, the sale of real property occurs pursuant to some written contract, typically a purchase and sale agreement.  The sale generally becomes complete when title to the property transfers to the buyer via a deed.  But what happens if, after consummation of the sale, one of the parties claims the contract was… Read More

“Until our legislature declares otherwise, Washington is a demand futility state and follows Delaware.” This phrase in the Washington Supreme Court opinion In re F5 Networks, Inc., 166 Wn.2d 229, 240, 207 P.3d 433 (2009) had a significant impact on derivative action litigation throughout the State of Washington. I write this post in an effort… Read More

On November 15, 2020, Washington Governor Jay Inslee held a press conference to announce a roll-back of the state’s County-By-County phased reopening plan in response to what he described as a third wave of COVID-19 in Washington state.  This marks the eighth time Governor Inslee has amended his original March 23, 2020 “Stay Home-Stay Healthy”… Read More

The derivative action is the source of increasing consternation throughout the legal industry. Today’s post brings a little insight into the fundamentals of a derivative action in Washington. What is it? A derivative action permits a shareholder or member the right to sue third parties on behalf of the entity. The purpose behind the derivative… Read More

In conjunction with many practitioners throughout the State of Washington, I am pleased to announce that the new third edition of the Washington Partnership and Limited Liability Company Deskbook is now available online or in print.  The Third Edition completely replaces the 2010 edition. I am honored to have been selected as one of the… Read More

No two closely held business are alike.  In a corporate setting, following corporate formalities is critical for a host of reasons, including to maintain the separateness of the corporation from the shareholders.  A recent Washington decision, Nelson v. Vetter, Inc., No. 80144-9-I, 2020 WL 6036825 (Wn. App. Oct. 12, 2020), reminds us of the need… Read More

In the Washington Supreme Court’s recent opinion in Young v. Toyota Motor Sales, U.S.A., many plaintiffs’ attorneys added a bigger hammer to their tool belt. The case effectively broadens the applicability of Washington’s Unfair Business Practices Act (or Consumer Protection Act, “CPA”), RCW 19.86. Many civil litigants and their counsel should be aware of the… Read More

In keeping with last week’s theme, this post discusses reverse veil piercing. Reverse veil piercing is the process by which an entity’s assets may be used to satisfy a judgment against a member/shareholder/partner in their individual capacity. Reverse veil piercing is the opposite of corporate veil piercing, where the assets of the member/shareholder/partner may be… Read More