In Washington, disputes in construction projects often involve complex issues between numerous parties.  Parties to a construction project may include prime contractors, subcontractors, suppliers, and laborers, all of whom work with the expectation of compensation for their services.  When these parties are not paid for their work they may file and attempt to enforce liens to ensure their rightful payment.  RCW 60.04 governs the filing and enforcement of mechanics’ and materialmen’s liens, which are a crucial tool for collection efforts pertaining to unpaid construction work.  However, legal representation is often necessary to navigate through the...Read More

What is an annual report?

An annual report is the yearly document your LLC submits to the Washington Secretary of State.  The annual report notifies the Secretary of State about relevant information pertaining to your LLC like the name, principal office location, registered agent, and nature of the LLC’s business.  The Secretary of State requires each LLC to file an annual report every year. Any LLC that does not file an annual report will be administratively dissolved by the Secretary of State.

To file your annual report in the State of Washington you must adequately and...Read More

For closely-held business owners, the idea of selling your business appears daunting. Where do you start? What do you need to know before beginning the process?

Several months ago, we published an article discussing the general process of buying and selling a business. This is a further discussion and includes other issues. There are many details to address throughout the sale process, and discovering these details proves difficult without the assistance of experienced legal counsel. At Beresford Booth, we provide this experienced counsel which the closely-held business owner...Read More

When a creditor obtains a judgment against a debtor, there are numerous possible avenues for enforcement.  Typical collection efforts may include wage garnishment, bank garnishment, and personal property execution.  Collection strategies depend greatly upon the financial circumstances of the debtor.  One nuanced area of enforcement involves collection efforts against a debtor who is a member of a limited liability company (“LLC”).

Some debtors will form LLCs to shield their financial assets and income from collection.  However, an LLC does not provide absolute protection.  Under RCW 25.15.256, courts may in certain circumstances issue a charging order that...Read More

What is Equitable Indemnity?

Sometimes a party’s wrongful act or omission causes the wronged party to enter litigation with an unrelated third party. The common law theory of equitable indemnity says that the separate third party may be entitled to compensation from the initial wrongdoer as an element of damages. In Washington, this rule is also known as the “ABC Rule”: When A wrongs B, causing B to litigate with C, B may be entitled to a judgment for money damages and attorney fees from A.

How is it applied?

For example, Barry buys a house...Read More

All limited liability companies embark upon journeys of varying length, activity, and consequence. Eventually, LLCs reach their journeys end and require dissolution. The process of dissolution and the time dissolution requires is different for every LLC, but what really happens with an LLC upon dissolution?

Dissolution

LLCs dissolve for a multitude of reasons. For example, the LLC agreement may provide for an event or date of dissolution, the members may consent to dissolution, the LLC can dissolve administratively (via the Secretary of State) or judicially (via a court decision). However, dissolution does not end the...Read More

Property Ownership

In Washington, there are multiple ways in which individuals can agree to co-own real property. The most common form of ownership between unmarried parties is as tenants in common.  Tenants in common have great flexibility in how they can divide ownership interests. For example, two owners can own a property evenly, or they can choose to split their ownership interests in another manner, such as by giving one owner a 75% interest and the other owner a 25% interest. Additionally, tenants in common can pass on ownership through their wills. Most owners agree to...Read More

Property boundary lines are often not as simple as square boxes aligned neatly next to one another. An easement is a prime example of the complexities associated with boundary lines. Easements are a right to use (not own outright) or restrict the use of someone else’s land, and issues regarding easements tend to get tricky.

For example, Bob owned a piece of land with an easement through the property. The easement was used for a long driveway leading to neighboring parcels, and the owners of those neighboring parcels were permitted to access the road for ingress...Read More

As a creditor, it can be immensely frustrating when a debtor files for bankruptcy protection.  Even after filing your “proof of claim” evidencing the debt owing to you, in most cases, that debt will be forever discharged – e.g., wiped out – and you’ll receive little to no payment.   From a layman’s perspective, it may feel “fraudulent” that the debtor avoided your debt especially in cases where the debtor promised over and over that he or she would pay you.  Those promises – whether orally or by contract – typically do not warrant additional legal action in bankruptcy.  In certain...Read More

A lis pendens is a notice of a lawsuit involving title to a piece of real estate.  It is recorded in the real estate records of the county where the real estate is located and it puts the public on notice of the lawsuit.  It can result in potential buyers of the property and potential lenders to the property’s owner not wanting to deal with the property owner because of the risk that the property owner’s title to the property is not what they thought it was.  In addition, anyone who receives a conveyance of the...Read More