Thursday, July 30, 2020

David Tingstad on Brower v. Horner

David Tingstad on Brower v. Horner

      My friend David Tingstad at the Beresford Booth firm in Seattle Washington recently posted on the firm's blog a review of the decision rendered by the Washington Court of Appeals in Brower v. Horner, 2020 WL 1282511 (Wash. App. March 17, 2020). HERE IS A LINK to that posting.

      Two (now former) friends organized originally a partnership and then an LLC that operated a nightclub. Eventually they had a falling out, and one of them, Brower, on the club's Facebook page, posted that he is “no longer the co-owner of The Big Dipper.” In that same Facebook posting, he wrote as well “I am glad to be gone.” 

      Horner, the other member, took Brower at his word and filed with the Washington Secretary of State a filing with respect to the ownership of the LLC. But then Brower asserted he was still a member, and brought suit against Horner “refused to recognize him as having a continuing interest in a [LLC] in which both men were originally members.” The jury found in favor of Brower, and this appeal followed. Applying the Washington LLC Act and particularly RCW § 25.15, 131, it was held that Brower withdrew from the company and became his own assignee.

        Again, I would recommend David's longer consideration of this decision to you.

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