Uncategorized Category Archives

As we discussed in Part One of this blog post, “force majeure” clauses are commonplace in business contracts, and virtually every force-majeure clause includes express provision for some or all natural disasters, along with civic, bureaucratic, and military disruptions. But the pandemic has caused many disruptions that cannot be attributed to an act of government; as the nation reopens, it is likely that those disruptions will continue for some time.  One of a two common catch-all provisions in force-majeure clauses ...


Ordinarily, in a dispute over the breach or performance of a contract where the aggrieved party is seeking a monetary award as compensation, the measure of those damages is the party’s “actual damages.”  Actual damages are just that—the measure of the aggrieved party’s actual loss, measured as the difference between the current circumstances and the circumstances that would have obtained had the contract not been breached.  The idea is to give the aggrieved party the “benefit of the bargain.” In litigation, ...


A handshake and a promise may be an amicable and honorable way to make an agreement, but is it legally binding? In Washington, the answer is:  sometimes.  Whether an oral contract is enforceable in Washington depends upon the circumstances surrounding the terms of the agreement—most notably, whether the agreement falls under the provisions of the so-called “Statute of Frauds,” requiring that certain types of contracts must always be in writing and signed by the parties to the agreement (or at least, ...


Part One (This is the first of two articles based on David Bruce’s presentation to the 2018 Annual Meeting of the League of California Cities.  Mr. Bruce is the co-founding partner of Savitt Bruce & Willey LLP and served as a Senior Assistant City Attorney for the City of Seattle.) Landslides, floods, wildfires, earthquakes, volcanoes, hurricanes, tornadoes, tsunamis.  Natural disasters happen—and by all accounts are occurring more frequently and causing devastation and the loss of human life and property. The National Oceanic ...


You just received a summons and complaint filed against your company by an employee, vendor or supplier, client, or customer.   What you do in immediate response may have a profound effect on what follows.  To position your company for the best possible outcome, here are five things to keep in mind in every case. 1.  Do Not Communicate or Reach Out in Your Own Your first instinct may be to try to communicate with the plaintiff—the person who brought the suit.  You ...


In this era of tightening federal budgets and periodic government shutdowns, there can be no guarantee that any particular federal courthouse will be open for business—or even in existence—at the time an agreement spawns litigation. Under a recent Ninth Circuit decision, such a closure could be more than inconvenient: it could cut off a party’s bargained-for access to federal court. In a matter of first impression, the U.S. Court of Appeals for the Ninth Circuit recently held that a venue-selection clause ...


SBW is pleased to report that our partner Steve Willey has been named a "BTI Client Service All-Star" for 2019. Unique among those who review or rate legal services, BTI's appellation relies only on the input of clients, predominantly major companies.  No attorney or firm can self-nominate, self-refer, nor pay to be included in this report, and peers at the bar also have no say.  Clients have the final--and only--say in the identification of those named.  To be included in ...


The Rights of Minority Shareholders in Washington Minority shareholders—those who don’t own a controlling interest in a corporation—frequently do not have a say in corporate financial or management decisions.  And in closely held corporations, such shareholders also may not be able to easily sell their stock.  But the law provides certain protections.  Among other things, Washington law gives minority shareholders the right to inspect certain corporate records.  Minority shareholders also have the right to bring a suit on behalf of the ...


SBW Welcomes Rena Chng

We are pleased to announce that Ms. Rena Chng has joined Savitt Bruce & Willey LLP. Prior to joining the firm, Ms. Chng was a partner at Mayer Brown LLP, and an associate at Wilson Sonsini Goodrich & Rosati PC, in Palo Alto, CA.  Ms. Chng has represented clients in the technology, telecommunications, financial, insurance, and agriculture industries.  She is a 2000 graduate of Vanderbilt University Law School. Welcome, Rena!


Our website has a blog. We think (hope?) it is good—that it has articles of interest to our clients and our colleagues at the bar, and that it sometimes is not just interesting but amusing. (E.g. here and here.) It doesn’t have a name, though, and don’t all good blogs have a name? Well, we like a musical as much as anyone else, and we can ...