wa-commercial-disputes

Washington Commercial Disputes — Subject-Matter Bundle

NOT LEGAL ADVICE. Commercial-law statutes have been amended over time (notably the 2009 WBCA amendments and the 2016 LLC Act overhaul). This skill names the controlling chapters and describes doctrinal frameworks; current treble-damages cap, MAR jurisdictional cap, SOL day counts, and section-level rules live in the references corpus at wa-law- references/references/wa-rcw-debt/.

At a glance

• Contracts: common law + UCC sales (RCW 62A.2); statute of frauds at RCW 19.36 + UCC at RCW 62A.2-201
• Business entities: WBCA at RCW 23B, LLC Act at RCW 25.15, partnership at RCW 25.05
• UCC: codified at RCW 62A (Articles 1, 2, 3, 4, 7, 8, 9A — Article 6 bulk transfers repealed nationally)
• CPA: RCW 19.86 — Washington's combined antitrust + consumer-protection statute (despite the name, covers B2B disputes); treble damages + mandatory fees
• MAR: RCW 7.06 — Mandatory Arbitration of Civil Actions for cases below a jurisdictional cap in participating counties

Chapter pointers

Topic	Chapter	Reference file
Contracts (statute of frauds)	RCW 19.36	RCW-19_36.md
Washington CPA (RCW 19.86)	RCW 19.86	RCW-19_86.md
Business corporations (WBCA) — shareholders	RCW 23B.06	RCW-23B_06.md
WBCA — directors and officers	RCW 23B.08	RCW-23B_08.md
WBCA — dissenters' rights	RCW 23B.13	RCW-23B_13.md
WBCA — dissolution	RCW 23B.14	RCW-23B_14.md
Partnership (Revised UPA)	RCW 25.05	RCW-25_05.md
Limited liability companies	RCW 25.15	RCW-25_15.md
UCC — General Provisions	RCW 62A.1	RCW-62A_1.md
UCC — Sales	RCW 62A.2	RCW-62A_2.md
UCC — Negotiable Instruments	RCW 62A.3	RCW-62A_3.md
UCC — Bank Deposits	RCW 62A.4	RCW-62A_4.md
UCC — Documents of Title	RCW 62A.7	RCW-62A_7.md
UCC — Investment Securities	RCW 62A.8	RCW-62A_8.md
UCC — Secured Transactions	RCW 62A.9A	RCW-62A_9A.md
MAR	RCW 7.06	RCW-7_06.md

For the CPA treble-damages cap, the SOL on each cause of action, the MAR jurisdictional cap, and section-level rules, read the relevant chapter file.

Washington CPA — doctrinal framework

The CPA at RCW 19.86 is Washington's flagship unfair- competition + deceptive-act statute. Modeled on the FTC Act. Covers B2B disputes as well as consumer disputes.

Hangman Ridge 5-element test

Hangman Ridge Training Stables v. Safeco Title Ins. Co., 105 Wn.2d 778 (1986), sets the controlling test for a private CPA claim:

1. Unfair or deceptive act or practice
2. Occurring in trade or commerce
3. Public interest impact
4. Injury to plaintiff's business or property
5. Causation linking act to injury

Damages

• Actual damages
• Treble damages up to a statutory cap (court's discretion)
• Mandatory attorney's fees + costs for prevailing plaintiff (no fee for prevailing defendant)
• Equitable relief — injunction, restitution

For the current treble-damages cap, see RCW-19_86.md.

Insurance bad-faith CPA

A unique Washington feature: first-party bad-faith insurance claims are explicitly CPA claims per Coventry Assocs. v. Am. States Ins. Co. Insurer violation of WAC 284-30 unfair-claims-handling regs = per se CPA violation (per Industrial Indem. Co. of the Nw. v. Kallevig).

SOL

CPA SOL runs longer than the general tort 3-year SOL. Day-count in RCW-19_86.md.

Breach of contract — doctrinal framework

Elements

Existence of a valid contract; breach; damages caused by breach.

SOL nuances

Different SOL day counts for:

• Written contract
• Oral contract
• UCC Article 2 sales contract
• Negotiable-instruments suits

See RCW-4_16.md (general SOL chapter) and the relevant UCC chapter for cause-of-action-specific SOLs.

Statute of frauds

Writing required for promises to pay another's debt, sale of land, promises not performable within 1 year, goods above a threshold dollar amount, and several other categories. See RCW-19_36.md and RCW-62A_2.md (for the UCC-goods threshold).

Choice of law + forum selection

Washington generally enforces choice-of-law and forum- selection clauses if reasonable (Voicelink Data Servs.). But CPA claims may not be waivable by choice- of-law clauses (per McKee v. AT&T).

WBCA — corporate doctrinal framework

Director duties

• Duty of care: codified at RCW 23B.08.300 — the care an ordinarily prudent person in a like position would exercise
• Duty of loyalty + good faith: common-law / fiduciary overlay
• Business judgment rule: codified — directors entitled to rely on information from officers, professionals, committees

Derivative actions

RCW 23B.07.400 requires plaintiff to be a contemporaneous shareholder; demand on board required unless excused; special-litigation-committee dismissal available.

Dissenters' rights

Shareholders dissenting from major corporate actions (merger, share exchange, sale of substantially all assets, etc.) may demand appraisal at fair value. The procedure has tight deadlines — payment demand before vote, vote against the action, post-action statutory process. See RCW-23B_13.md for the procedural mechanics.

Judicial dissolution

Court may dissolve a corporation on shareholder showing of director / shareholder deadlock causing irreparable injury, directors acting illegally / oppressively / fraudulently, or waste of corporate assets. The oppression standard in close corporations applies the reasonable-expectations test from majority / minority shareholder relationships (per Scott v. Trans-System, Inc.).

For procedural mechanics, see RCW-23B_14.md.

Washington LLC Act — doctrinal framework

2016 overhaul

The WA LLC Act was comprehensively rewritten in 2016 (SB 5030), aligning with the 2006 Revised Uniform LLC Act. Pre-2016 LLC case law must be reread against the new statute.

Member duties

Default duties of loyalty and care unless modified by operating agreement. The operating agreement may NOT eliminate the loyalty core, the care gross-negligence floor, or good-faith-and-fair-dealing.

Judicial dissolution

Same general framework as WBCA — deadlock, oppression, waste. (Citation: Phillips v. Hayes-Phillips.) See RCW-25_15.md.

Charging order — asset protection

A member's creditor can obtain a charging order against the member's distributional interest only — no foreclosure on membership interest itself. Strong asset- protection feature.

Partnership — RCW 25.05 (Revised UPA)

Formation automatic — no filing required for general partnership. All property acquired by partnership = partnership property. Partners have right to demand accounting. Wrongful-dissociation and winding-up procedures statutorily defined. See RCW-25_05.md.

UCC — doctrinal framework

Washington's UCC at RCW 62A covers:

• Article 1 — General provisions, definitions, choice of law
• Article 2 — Sales of goods (statute of frauds threshold; battle of the forms; implied warranty of merchantability + fitness for particular purpose; warranty disclaimers; perfect tender rule)
• Article 3 — Negotiable instruments (negotiability; holder-in-due-course; transfer)
• Article 4 — Bank deposits and collections
• Article 7 — Documents of title (warehouse receipts, bills of lading)
• Article 8 — Investment securities
• Article 9A — Secured transactions (attachment vs. perfection; filing; priority; default / foreclosure; commercially-reasonable-disposition)

See the individual chapter files for section-level rules.

MAR — Mandatory Arbitration of Civil Actions

Civil cases at or below the statutory jurisdictional cap are subject to mandatory arbitration in participating counties (King, Pierce, Snohomish, Spokane, Thurston, Clark, Kitsap, Whatcom, Yakima). Awards may be tried de novo on demand. Sanctions if trial de novo result is no better. See RCW-7_06.md.

Composition with other wa- skills

• wa-statewide-format — caption + GR 14
• wa-discovery — discovery in commercial cases
• wa-first-30-days — answer + affirmative defenses
• wa-fact-check — citation verification
• wa-consumer-debt — consumer-credit overlap
• wa-kcsc — King County Commercial cases routing