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Business and Commercial

Employee Access to Personnel Files

Personnel files, also known as employee files, are business records that may include records related to an employee’s job performance, salary, and other employment matters. From time to time, an employer may receive a request from current or former employee to review their personnel file.

Employers are required to permit current and former employees to inspect their own personnel file at least annually, but an employer may refuse to permit access to certain records. For instance, employers are not required to allow employees access to… Continue reading

Is That Independent Contractor Really Your Employee?

One of the biggest sources of confusion I see from businesses in Whatcom County is trying to figure out the difference between independent contractors and employees. Whether someone is your employee (v. an independent contractor) can impact many aspects of your business, including minimum wage and overtime laws, employment security, worker’s compensation, and federal taxes, and potential liability for their actions.

There are a number of tests used to evaluate whether a worker is an independent contractor or an employee. Some of the factors in… Continue reading

Commercial Lenders: Is Your Default Interest Provision Enforceable?

Many commercial loans contain what are called default interest provisions. When the borrower defaults, the interest rate on the loan increases from the agreed upon basic rate of say 5% to a much higher default rate of usually 18%. The provisions call for the default rate to apply upon any default by the Borrower under the loan agreement. A default can include a monetary default for failing to make required loan payments or a non-monetary default such as breaches of a promise to maintain a… Continue reading

Successfully Navigating Employment Tax Audits

The mere thought of an audit by the government can send shivers down the spine of business owners. In Washington, a number of different agencies can conduct audits, including the Department of Labor and Industries and the Employment Security Department. These agencies are tasked with collecting employment taxes related to our state’s workers compensation and unemployment systems.


The audits by these agencies look into whether a business has paid all employment taxes that it owes. These audits can be scary for businesses, given the… Continue reading

Major Changes Coming to Washington LLC Law

Major changes are coming to Washington’s law on limited liability companies. Attorneys representing LLCs should be aware of these changes. But so should anyone who owns a membership interest in an LLC. The state legislature approved the changes in the 2015 session. The changes take effect January 1, 2016. And the changes are significant. Here are just a few of the more important revisions:

Oral LLC Operating Agreements. Washington’s LLC statute contains default provisions that govern the operation of an LLC. Those default provisions can… Continue reading

Avoiding Pitfalls in Company Governing Documents

Unfortunately with business partners, disagreements and disputes happen. You hope to be able to resolve those disputes with your business partners and continue in business to make money. But sometimes people just cannot carry on as business partners any longer. In that case, you hope the decision to split up is mutual and amicable. But sometimes it is not. And that can lead to business partners fighting over a whole bunch of issues. This can happen in any type of business, whether it is a… Continue reading

Four Tips to Maintain the Legal Protection Provided by Business Entities

Many businesses are set up as corporations or limited liability companies (LLCs). The main legal reason for operating a business as a corporation or an LLC is simple. These types of business entities shield the owners of the business from liabilities incurred by the business. Meaning, the owners are generally not responsible for the debts of the business. This limited liability makes organizing a business as a corporation or LLC attractive.


However, the legal shield from liability can be lost if certain requirements are… Continue reading

Three Tips on How to Avoid Costly Business Divorces

It is not unusual for business partners to have disagreements. Ideally, the people are able to resolve their differences and continue on successfully in business together. However, sometimes the issues are unable to be resolved. If the business is a small, closely held business with just a few owners, the business typically suffers and can ultimately go close down or be sold. Lawyers are often needed to resolve complex legal and financial issues that arise in these situations. Some lawyers refer to these types of… Continue reading

Protection of Confidential Information from Agency Disclosure

The policy of the Public Records Act (RCW 42.56) favors disclosure of public records and is liberally construed with exemptions narrowly construed in order to assure that the public interest in remaining informed is protected.  If a state or local Washington agency were to receive a request for public records that contained confidential information, the responsibility to make sure said information is not revealed often falls on the person or entity who has an interest in preventing disclosure of said information. 

When contractors,… Continue reading

Options in Enforcement of Loans Secured by Real Property

In simple terms, a loan that is documented by a promissory note and nothing else is an “unsecured” loan, and a loan that gives the lender lien rights in property, by way of a mortgage, assignment, or pledge, is a “secured” loan.  Being a secured lender is generally highly preferred to being an unsecured lender because rights in property increase the likelihood of collectability.

Many lenders make loans that are documented by both promissory notes and by security interests in real property. The type… Continue reading