Contracts and Commercial Litigation

The story of every case has the same three bedrock elements: a duty, a breach, and damages.  For many business relationships and commercial transactions, the duties are created by contract.  Thus, protecting our clients’ contractual rights is at the core of what we do.  We have successfully represented clients ranging from start-ups to the Fortune 500, including high-tech and e-commerce companies, financial institutions, manufacturers, retailers, service providers, and entrepreneurs.  Our experience extends to disputes arising from all manner of agreements, including supply and distribution agreements, intellectual property and licensing contracts, purchase and sale agreements, financing and investment arrangements, service contracts, contracts for the sale of goods, co-branding and promotional agreements, and joint ventures.  Often these cases involve claims for fraud, misrepresentation, tortious interference with a business relationship, unjust enrichment, or violation of state or federal statutes regulating business practices, such as the Consumer Protection Act, the Lanham Act, the Uniform Fraudulent Transfers Act, the Uniform Trade Secrets Act, or the Washington Securities Act.  We’ve handled them all—skillfully and successfully.

Representative Cases
  • Amazon v. Expedia.  Defended claims and prosecuted counterclaims for breach of linking and co-branding agreement between national e-commerce giants; defeated motions for summary judgment, developed counterclaims, and then obtained favorable settlement.
  • InfoFlows v. Corbis.  Prosecuted claims for misappropriation of trade secrets, fraud and breach of contract relating to digital image tracking technology, and defended related counterclaims; obtained $36 million jury verdict and defeated counterclaims in three-week trial.
  • Straitshot Communications v. Telekenex, Inc., et al.  Prosecuted corporation’s claims for trade secret misappropriation, tortious interference, Consumer Protection Act violations, and breach of employment agreements and of duty of loyalty; obtained $6.5 million judgment at jury trial.
  • Click to review additional case summaries

Corporate Governance Disputes

Some of the most thorny and contentious disputes arise in connection with the decisions or actions of company management and ownership, such as in a disputed buyout or dissolution, in litigating claims for breach of corporate duties, or in proxy fights.  These disputes often involve complex valuation issues, complicated facts, uncertain damages, and high stakes.  Our experience includes the successful representation of directors, officers and shareholders in cases alleging breach of fiduciary and other duties, shareholders and management in oppression cases, and officials in disputes arising out of disputed corporate elections.

Representative Cases
  • Stilwell Value Partners v. First Financial Northwest, et al.  Defend claims against inspector of elections alleging improprieties in corporate election following proxy fight; obtained summary judgment dismissing key elements of claims, and then dismissal of all claims with prejudice as part of favorable settlement involving no concessions from client.
  • Weld v. Dawson, et al.  Defended claims for breach of fiduciary duty, minority shareholder oppression, and violations of Blue Sky laws against senior corporate officer; obtained dismissal of all claims against client on motion to dismiss.
  • Seelig v. Seelig.  Defended claims and prosecuted counterclaims involving allocation of assets and profits from long-term real estate partnerships; obtained summary judgment prevailing on all claims relating to division of assets and profits, and then negotiated settlement to wind up partnerships and distribute monies accordingly to end litigation.
  • Click to review additional case summaries

Employment Litigation

With personal reputations on the line and the potential for recovery of attorneys’ fees, employment litigation can have high stakes.  We’ve been on both sides of these issues, representing employers ranging from high-tech start-ups to the State of Washington, individual defendants, and plaintiffs.  We have successfully handled discrimination claims under Title VII and the Washington Law Against Discrimination, as well as claims under state and federal wage and hour laws.

Representative Cases
  • Davis et al. v. City of Seattle, et al.  Defended Superintendent of Seattle City Light against sex and gender discrimination claims under state law and equal protection claims under federal law; obtained dismissal of all claims by summary judgment.
  • SigmaTek v. Dixon.  Prosecuted trade secret and non-compete claims against former employee; obtained preliminary injunction following evidentiary hearing and then favorable settlement.
  • Edenholm v. Flytrap Network Security, Inc.  Defended claims by former key employee for breach of compensation agreement and violation of wage and hour laws; obtained dismissal of key claims by summary judgment and affirmance of dismissal on appeal.
  • Click to review additional case summaries

Financial and Banking Litigation

Our clients include major banks, financial institutions, and underwriters.  Our experience includes cases arising from securitizations and other asset-backed securities, interest rate swaps and other derivatives, lender liability claims, allegations of securities violations, and claims for breach of contract and breach of fiduciary duty.  This broad experience in financial disputes enables us to understand the unique concerns and objectives of these clients, and the legal and strategic issues that arise in making these complex matters understandable and accessible to juries and judges.

Representative Cases
  • Bank One v. Westar Financial Services.  Defended breach of contract and lender liability claims relating to multi-billion dollar auto lease securitization portfolios, and prosecuted counterclaims for securities fraud and breach of contract; obtained preliminary injunction, obtained dismissal of all claims against bank by summary judgment, and then obtained favorable settlement on counterclaims.
  • Investigations regarding Washington Mutual Bank.  Representation of former Washington Mutual officers in regard to investigations by FDIC, United States Attorney, and United States Senate Permanent Subcommittee on Investigations regarding failure of Washington Mutual Bank, including testimony before United States Senate subcommittee.
  • Larson v. Lydian Wealth Management Holdings, et al.  Defended claims against financial advisors for breach of contract, misrepresentation and breach of fiduciary duty arising from investment in equity derivative product; obtained favorable settlement.
  • Click to review additional case summaries

Government Defense

Defending cities and other public entities in litigation requires a strong understanding of the concerns unique to them and their officials, including policy matters, organizational constraints, and the transparency inherent in the public nature of their activities, brought most keenly to bear through the Public Records Act.  We have represented Washington cities, counties, and the State of Washington, as well as department heads and other public officials, in matters ranging from a class action challenging a major acquisition by the Port of Seattle to the defense of employment discrimination, inverse condemnation, and tort claims.  Typically we are retained to assist with complex matters that public entities deem best handled by outside counsel.  We also have been hired to represent public agencies, such as the State of Washington Executive Ethics Board and the City of Seattle Ethics and Elections Commission, in the conduct of investigations.

Representative Cases
  • Baerwaldt v. City of Seattle, et al.  Defended challenge under Initiative-91 to agreement among the City of Seattle, King County and Chris Hansen’s ArenaCo regarding public financing for a new NBA basketball arena in Seattle; prepared and argued motion to dismiss on behalf of all defendants and obtained dismissal of all claims on ripeness grounds.
  • Otrubova v. City of Seattle.  Defended City against tort and inverse condemnation claims alleging damages caused by stormwater outfall; obtained summary judgment on some claims and complete defense verdict at jury trial on remaining claims; argued all results on appeal, and prevailed in Court of Appeals.
  • Lane v. Port of Seattle, et al.  Defended King County in class action alleging that acquisition of rail corridor for use in trail system exceeded governmental authority; obtained dismissal of all claims on summary judgment.
  • Click to review additional case summaries

Intellectual Property Litigation

For many clients, intellectual property is their most valuable asset, and protecting it is among their highest priorities.  This may require litigation regarding misappropriation of trade secrets or breach of a non-compete or licensing agreement, or claims for patent infringement or violation of rights protected under trademark and copyright laws.  We not only understand the law that protects these interests but, even more important—and sometimes not understood by firms that specialize narrowly in this area—how to explain the complicated technical concepts of an invention or trade secret in a way that makes sense to a judge or jury in the context of a story that compels a winning result.  We have successfully represented corporate and individual clients in cases involving utility patents, software code, manufacturing processes, customer lists, and business plans and processes.

Representative Cases
  • InfoFlows v. Corbis.  Prosecuted claims for misappropriation of trade secrets, fraud and breach of contract relating to digital image tracking technology, and defended related counterclaims; obtained $36 million jury verdict and defeated counterclaims in three-week trial.
  • Alliance Packaging v. Altivity Packaging, et al.  Prosecuted patent infringement claims relating to retail product packaging; prevailed at Markman hearing, defeated defendant’s summary judgment motions and prevailed on motions for partial summary judgment and motions dismissing counterclaims, and then obtained favorable settlement.
  • ChemPoint v. Xenon Arc Inc., et al.  Defended technology startup and its founders against claims for misappropriation of trade secrets, false advertising, usurpation of corporate opportunity and breach of fiduciary duty; obtained ruling entitling clients to advancement of fees under plaintiff’s articles of incorporation, partial summary judgment, and then favorable settlement.
  • Click to review additional case summaries

Landslide Liability

Effectively defending lawsuits against municipalities and others for damage caused by landslides, floods, and storm water management infrastructure requires the ability to make a highly technical set of facts regarding hydrology, geology, and civil engineering understandable and engaging to a judge or jury.  We know how to turn the science of dirt and water into a narrative that makes sense and wins.  We have extensive experience in the defense of such lawsuits, including the defense of several cases involving large groups of plaintiffs and damage claims in the multi-millions.  We have tried these cases to verdict and won, and we’ve won others on summary judgment.

Representative Cases
  • Otrubova v. City of Seattle.  Defended City against tort and inverse condemnation claims alleging damages caused by stormwater outfall; obtained summary judgment on some claims and complete defense verdict at jury trial on remaining claims; argued all results on appeal, and prevailed in Court of Appeals.
  • Northwest Art Glass v. City of Seattle and Phillips Scale v. City of Seattle.  Defended claims by commercial property owners alleging damages relating to landslide from city park; obtained favorable settlements.
  • Alki Condominium Association v. City of Seattle.  Defended City against multi-million dollar landslide damage claims; obtained complete defense verdict at jury trial.
  • Click to review additional case summaries

Real Estate Litigation

Real estate disputes are multi-faceted.  They can involve issues of valuation requiring the ability to work closely with experts to develop sound appraisals, complex deal documents requiring careful analysis and interpretation to be made clear, law that has been on the books for nearly a century applied today in a context very different than that in which it was written, and facts that are as likely to be in public archives as they are to live in witnesses’ memories.  We know how to navigate this landscape.  We have successfully represented banks, borrowers, owners, developers, and personal guarantors in litigation involving design and development agreements, loan agreements, lien priorities and deficiency judgments, easement and title disputes, valuation, and trespass, waste, and premises liability claims.

Representative Cases
  • Hiatt v. Hanley, et al.  Defended developer in construction-defect lawsuit; obtained settlement dismissing all claims and recovery of attorneys’ fees incurred.
  • Covenant Mortgage v. Wright.  Defended claims against guarantors of real estate development loan; defeated bank’s motion for summary judgment and then obtained favorable settlement.
  • Streeter & Associates v. Largo.  Defended breach of contract claims; developed and prosecuted counterclaims for architectural malpractice; obtained dismissal of all claims against client, settlement in client’s favor, and substantial award of attorneys’ fees incurred.
  • Click to review additional case summaries

Securities Litigation

State and federal laws and regulations can create significant liability for various parties involved in the sale of a security.  We’ve represented not just issuers and purchasers but also underwriters, lawyers and others in litigation claiming violation of both federal and state securities laws.  We’ve navigated the complex web of federal securities laws under both the 1933 and 1934 Acts to develop winning arguments for dismissal of claims against issuers, underwriters, and individuals.  The Washington State Securities Act can create liability for a potentially broad set of transactions and individuals or entities, sometimes beyond that imposed by the federal laws.  We have used this aspect of the law creatively, both to defend successfully claims of seller liability and to obtain the unique remedies available under the State act for clients who have been led to invest in bad deals.

Representative Cases
  • Moomjy v. HQ Sustainable Maritime Inc., et al.  Defended class action against public offering underwriters alleging claims under sections 11 and 12 of Securities Act; brought motion to dismiss and then obtained favorable settlement dismissing all claims against clients without any payment on claims.
  • Capital Ventures International v. Network Commerce, Inc., et al.  Prosecuted claims by investment firm for securities fraud under federal and state law arising from PIPE transaction; obtained favorable settlement.
  • Muoneke v. Mercer Villa Partners LLC.  Prosecution of claims arising from condominium conversion project for violations of Washington Securities Act, breach of contract and fraud; prevailed on motion for summary judgment.
  • Click to review additional case summaries

Trust and Estate Litigation

Trust and estate litigation is litigation: it requires a litigator’s skills.  We are trial lawyers who also understand the statutes, procedures and issues unique to the probate and administration of wills and trusts.  We have successfully represented both personal representatives and beneficiaries in will contests and disputes involving claims of undue influence and lack of testamentary capacity, defended petitions for the removal of personal representatives or trustees for breach of their duties, and asserted the rights of beneficiaries of trusts and estates.

Representative Cases
  • In re Estate of Sherk.  Defended claims for accounting and seeking removal of personal representative of estate; developed and asserted claims against third-party investment advisors and against estate and then obtained favorable settlement.
  • Sheehan v. Bank of America, et al.  Defended claims against trustee for breach of fiduciary duty involving interpretation of trusts and wills; obtained favorable settlement.
  • In re Estate of Chiu.  Defended beneficiary of estate against claims of undue influence and breach of fiduciary duty; prosecuted creditor’s claim against estate to obtain favorable settlement.
  • Click to review additional case summaries

Risk Management and Litigation Avoidance

Recognizing the value of strategic thinking before the courtroom looms, many clients approach us well before litigation is on the horizon, to best position themselves just in case.  Our risk management and strategic advice helps our clients to avoid litigation by taking sensible, defensible positions when disputes arise, and to win litigation that can’t be avoided by taking the right steps in advance to set up their claims and defenses to prevail.  Examples include helping a leading national on-line retailer plan its negotiating positions in light of available contract rights, obligations and remedies, assisting a new e-commerce company structure its website to avoid litigation or to win it if it comes, and advising a major software company regarding potential non-competition issues arising from prior employment of new hires.