Maple Valley Park Place, LLC v. Tax Resource Centers, Inc., No. 78832-9-I, 2020 WL 1853575 (Wn. App. Apr. 13, 2020) highlights Washington courts’ reluctance to permit creditors to pursue individuals for corporate debts.

The Dispute

Maple Valley Park Place, LLC (“MVPP”) owns and operates certain office space in Maple Valley. Northwest Tax Specialists, Inc. (“NTS”) was a tax preparation service whose sole owner and shareholder was Edward Harris (“Harris”). In 2014, on behalf of NTS, Harris entered into a lease agreement for office space with MVPP in anticipation of a pending merger...Read More

The Economic Alliance Snohomish County (“EASC”) recently announced a second round of its Coronavirus grant program to help relieve those small businesses specifically based in the Snohomish-County-area.  Detailed information about the application process, eligibility requirements, and allowed uses of grant funds can be found here.

The EASC is administering $580,000 of federal Coronavirus Aid, Relief and Economic Security (CARES) Act funding for the grant program.  With a maximum grant of $10,000, small businesses meeting the eligibility requirements can apply for cash grants of $5,000 or $10,000.

Snohomish County businesses meeting the following...Read More

Pediatric healthcare and “joint” healthcare provisions in court orders and parenting plans.

You are a pediatric healthcare provider. That means you have been - or will be -  dragged into disputes between parents when they cannot agree on the best medical strategy for their children. It is important to keep a clear delineation between your legal and ethical duties as a medical provider to the child, and whatever duties the parents owe to each other by order of the court.

The standard is “standard of care.”

When you have minor patients (under the age of...Read More

Last week, I covered the first part of the complex process of dissenters’ rights: learning what they are and who has them. This week covers the second part of the process: valuing an interest once an owner has dissented.

Procedure to Exercise Dissenter’s Rights

After a member of an LLC or shareholder of a corporation goes through the process of dissenting from a proposed merger (or other enumerated corporate action—see RCW 23B.13.020(1)(a)-(g)), the “Dissenter” becomes entitled to obtain payment for the “fair value” of their interest. RCW 25.15.471; RCW 23B.13.020(1). The Dissenter and the entity must...Read More

Minority owners of closely held businesses in Washington have substantially limited rights once the majority owners decide to take certain, major actions.  In fact, it can be said that the only right a minority owner has is the right to “dissent.”  Today’s post identifies “dissenters rights” and when they can be exercised depending on the type of entity.

What are Dissenters’ Rights?

Washington business entity statutes provide a process by which business owners can “dissent” and demand “fair value” for their interest in certain circumstances. The Corporate Act defines a “dissenter” as a “shareholder who is...Read More

This week the Center for Disease Control and Prevention (“CDC”) issued an Agency Order under the authority of Section 361 of the Public Health Services Act, 42 C.F.R. § 70.2 (“Measures in the event of inadequate local control”) imposing a federal residential eviction moratorium effective through December 31, 2020.  The CDC Order is more nuanced than Governor Inslee’s residential eviction moratorium proclamation, which is currently set to expire on October 15, 2020, if not further extended.  This blog post discusses some of the key features of the CDC...Read More

In this week’s blog, I review the classic Washington Supreme Court decision, Sound Infiniti, Inc. v. Snyder, 169 Wn.2d 199, 237 P.3d 241 (2010), which stands for one simple proposition: majority shareholders who follow the statutory rules may successful force out the interest of a minority shareholder – even over the objection of the minority shareholder.

Dissatisfaction at the Dealership

Richard Snyder, David Hannah, and Afshin Pisheyar formed Sound Infiniti, Inc. (“Sound Infiniti”) in the early 2000s to operate an Infiniti automobile dealership. Snyder had a 30 percent share, Hannah had a 51 percent share, and...Read More

Most of us at some point will be the party to a contract which the other party breaches, or will be the victim of someone else’s negligence or wrongful conduct.  Such breaches of duties owed to you may make the other party liable to you.  But this does not mean you can just sit back and let the damages pile up, expecting that in the end, the other party will be on the hook for everything.  Washington State imposes a duty to mitigate your damages.  That is, the victim of negligence or the non-breaching party to...Read More

Asset valuation is an important part of divorce litigation whether amid a pandemic or not.  However, especially now, it is important to understand that the economy is changing and that it will affect the value of assets and debts in your divorce in determining a fair and equitable award.

In addition to determining what assets and debts are considered community or separate property, parties need to understand the economic positions they will be in following a divorce or separation in order to determine a fair and equitable division of that property.  What may have been a...Read More

The City of Everett has just announced its second round of a COVID-19 grant program created to assist small businesses located in Everett, with grants of $10,000 available for businesses with 1 to 20 employees, and $20,000 available for businesses with 21 to 50 employees.

Everett small businesses meeting the following eligibility requirements should submit a grant application by no later than 5:00 p.m. on September 11, 2020:

• The business must be licensed by the City of Everett;
• The business must be located within the City of Everett city limits;
• The business cannot be a national...Read More