Recent News

I regularly represent small business owners that share ownership interest with a small group of owners. What many of those business owners fail to recognize is that they need the cooperation of the other owners and cannot act unilaterally. When you are a minority owner in a small business you lack any authority to manage… Read More

Sellers of real property sign a Statutory Warranty Deed (“SWD”) at the closing of the vast majority of residential real estate transactions.  This is the document that actually transfers title from seller to buyer.  If you sell a piece of real estate and give your buyer a SWD, you are promising a lot more than… Read More

A common misconception by employees is that there is an expectation of some level of privacy in e-mail or instant message communications on workplace systems.  The truth is exactly the opposite.  As a general matter, employees have no expectation of privacy in e-mails or instant messages sent through workplace systems.  Most employers have policies expressly… Read More

A common failure of many businesses is the “business divorce”. When shareholders, partners or members can no longer get along, the business fails. In an effort to avoid a “business divorce” five steps should be followed: 1) establish the expectations of the parties; 2) measure performance; 3) identify the consequences of failure; 4) establish dispute… Read More

In two recent Court of Appeals decisions, two different courts have ruled that limited liability companies in Washington must be represented by an attorney. In the both the Marina Condo Association and Dutch Village Mall LLC cases Washington’s Courts of Appeal have ruled that an LLC must be represented by a lawyer in litigation and… Read More

Small and closely held corporations routinely neglect to maintain corporate formalities such as conducting an annual shareholder meeting. An annual shareholder meeting is required by the Washington Business Corporation Act. Many times annual meetings are not held simply because the owners of the business lack the experience necessary to conduct a satisfactory shareholder meeting. Many… Read More

On July 5, 2011, Division One of the Washington State Court of Appeals in Dutch Village Mall v. Raymond Pelletti affirmed the longstanding rule that a corporation must be represented by a lawyer in order to litigate its rights in court.  The facts of the case are familiar to many corporations: Dutch Village Mall (“DVM”)… Read More

In a recent Washington Supreme court case (known as “Sound Infinity”), our court approved the majority shareholders’ ouster of a minority shareholder notwithstanding the minority shareholder’s objections.  The case has far reaching implications for closely held corporations and limited liability companies, because (among other things) the court ruled that "in a small, closely held corporation,… Read More

Representing several union pension trust funds against a defaulting employer, Beresford Booth lawyer William O. Kessler successfully obtained a lump-sum payment of over $530,000. Pension payments by the employer corporation to the union trust funds had been personally guaranteed by the corporation’s principals. One of those principals was the single member of an LLC owning… Read More