Recent News

Washington State Revamps COVID Recovery Plan

Todd J. Cook | 1/14/2021
By Washington State Business & Real Estate Lawyer Todd J. Cook 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… Read More

A Friendly Reminder: You And Your LLC Are Different

David C. Tingstad | 1/13/2021
By Washington State Business and Real Estate Lawyer David C. Tingstad 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… Read More

Carefully Drafting ….or Else!

David C. Tingstad | 1/6/2021
By Washington State Business and Real Estate Lawyer David C. Tingstad 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… Read More

Members vs. Transferees

David C. Tingstad | 12/16/2020
By Washington State Business and Real Estate Lawyer David C. Tingstad   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… Read More

You Hold An Interest In An LLC, But Are You A Member?

BeresfordBooth | 12/9/2020
By Washington State Business and Real Estate Lawyer David C. Tingstad   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… Read More

Just Because Oral Agreements Are Allowed, Does Not Mean You Should Use Them

David C. Tingstad | 12/2/2020
By Washington State Business and Real Estate Lawyer David C. Tingstad 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… Read More

Derivative Actions And LLCs

David C. Tingstad | 11/25/2020
By Washington State Business and Real Estate Lawyer David C. Tingstad 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,… Read More

Suing After Closing: Is My Claim Barred By The Merger Doctrine?

Andrew M. McKenzie | 11/20/2020
By Washington State Business and Real Estate Law, and Litigation Lawyer Andrew M. McKenzie 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… Read More

“Futile Demands” And Derivative Actions

David C. Tingstad | 11/18/2020
By Washington State Business and Real Estate Lawyer David C. Tingstad “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… Read More

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