Business law is an extremely broad subject.  It is broken down here into subtopics of business entities, licensing, tax laws, securities, and commercial transactions.

At its most basic, there is the law of business entities.  This is the law governing entities such as corporations, partnerships and limited liablity companies.  Under this subtopic, numerous questions arise such as how do you create the entities?  What are the advantages and disadvantages of particular types of entities?  What are the rights and liabilities of owners and persons responsible for running a business?  Which entity is appropriate will depend on a variety of factors and should be discussed with a lawyer to ensure selection of the most appropriate form of doing business.  To prepare for such discussions you may wish to consult the law, forms and other materials provided in the Resources below.  The Secretary of State's Office has a variety of resources including forms for creating business entities within the state.  It also has business resource publications that explain the differences in the business entities and discuss factors to consider in choosing the appropriate entity for a particular business such as limitation of liability, control of the entity and taxation.

Another set of laws applicable to business are licensing laws.  Any business in Washington will have to obtain a business license but it may have to obtain other licenses as well.  For example, a lounge would need to obtain a liquor license and perhaps a gambling license along with a general business license.  And a business will likely have to obtain licenses not just from the state, but also from the county and possibly a municipality as well.  The Department of Revenue provides a very useful tool for determining what licenses a person needs to start any particular business.

Tax laws are also applicable to most businesses.  These include the federal income tax, state taxes such as the business and occupation (B&O) tax and sales and use taxes and also local taxes (possibly county and city taxes).  The federal income tax system is complicated and a business's taxes will depend on the business entity it was created as (whether the income goes to the entity and then is distributed to the owners [shareholders] or whether the income goes directly to the owners).  The Washington Department of Revenue publishes a Business Tax Guide that explains the state's taxation system and procedures for paying taxes.  For local taxes, businesses can consult local governments or chambers of commerce to learn more about those laws.  The Municipal Research and Services Center of Washington also provides information on local governments.

For larger business concerns offering stock, securities laws may also apply.  The securities laws that most people read about in the news are federal laws but states also have securities law.  The federal Securities Exchange Commission (SEC) provides a brief overview of securities laws and information about the Securities Division of the Department of Financial Institutions can be found at its website.

One final area of business laws worth mentioning is the area that is more commonly known as commercial law.  These are laws that commonly apply in business to business transactions.  Such transactions include the sale and distribution of goods and the financing of such transactions.  Although this area is related to contract law (discussed in another section), many business transactions are governed by a part of the Revised Code of Washington called the Uniform Commercial Code (UCC).  The purpose of the "uniformity" in the UCC is to avoid conflicts in the laws between different states when businesses deal with other businesses and persons outside of their home state.  The UCC has provisions to prevent fraud, simplify the processes of sales and distribution and protect parties to transactions by means such as creating warranties.

 

Civil procedure concerns the laws governing private lawsuits as opposed to those governing criminal actions.  The framework of these laws comes from both legislative bodies (Congress and the Washington Legislature) and the courts.  The legislatively created laws are called statutes and are codified in the United States Code at the federal level and in the Revised Code of Wahsington at the state level.  The primary judicially created laws on civil proceudre are called "court rules."  At the federal level, these are codified in the Federal Rules of Civil Procedure; at the state level, they are codified in the "Civil Rules" portion of the Washington Court Rules.  The courts also decide cases interpreting both the statutes and the rules and those cases are also a part of the legal framework of civil procedure.  This article will focus on the Washington civil procedure laws since those are the ones that citizens of the state most often deal with.

A civil case begins when one party called the plaintiff files a lawsuit against another party called the defendant.  This is done with a legal document called a "complaint" that provides the factual background and legal basis of the lawsuit.  One copy of the complaint must be "served" on the defendant and another filed in the court clerk's office.  Service can be done different ways depending on the circumstances of the case but usually personal service is required.  Personal service is done by delivering the complaint to the defendant in person or leaving it with an adult living at the defendant's residence.  The defendant, in turn, responds to the complaint with a legal document called an "answer."  The foregoing may be an oversimplification when it comes to certain complicated lawsuits.  However, pleadings such as amended complaints, cross-claims, counter-claims, affirmative defenses and lawsuits involving mutiple parties are beyond the scope of this primer on civil procedure.  Washington's Civil rules supply the requirements for pleadings and, as importantly, specify the times by which they must be filed.  Failure to meet the time deadlines may result in sanctions such as paying costs or even lsoing the case.

After the initial pleadings, there is a process of "discovery."  The purpose of discovery is to allow each party to see what evidence the other has to support the arguments at trial.  Written discovery is usually done with "interrogatories."  Oral discovery is usually done by "deposition."  Discovery is usually done outside of the courtroom.  When discovery is complete, the parties are ready to go to trial.

Before trial, parties (or more likely their attorneys) can make motions,  These often concern the admissibility of evidence.  Washington's Rules of Evidence govern what types of documents and testimony the judge or jury can consider in deciding a case.  There may be other motions such as those to compel discovery if one party feels the other is withholding information that should be disclosed.  If a party needs more time to prepare for trial, there may be a motion for a continuance.

At trial, the parties or their attorneys present their arguments.  They usually introduce evidence to support their arguments.  Evidence may be introduced through the testimony of witnesses or with properly authenticated exhibits.  The trial can be with or without a jury.  If it is without a jury, the judge will determine the ultimate outcome of the case in addition to ruling on admissibility, objections and other procedural questsions brought during the trial.  After a judgment is rendered, a disappointed party may file an appeal to have all or part of the judgment changed.

In Washington, civil cases can be brought in Superior Court.  However, many cases are filed in courts of limited jurisdiction known as District Courts.  District Courts have jurisdiction in civil cases if the value of the claim does not exceed $75,000.  Civil cases in District Courts usually do not have to wait for a court date as long those pending in Superior Court.  Also in District Court, cases for less than $5,000 can be brought in Small Claims Court.  Attorneys and paralegals are not allowed to participate in litigating at a small claims hearing without a judge's consent and the rules of procedure and evidence are less formal than a typical civil case.

This is a general discussion of contract law in Washington.  The focus of the discussion is on agreements between individuals.  Contracts involving businesses may have additional requirements than those described below.  Business contracts must also comply with Washington's Consumer Protection Act.

Simply stated, a contract is an enforceable promise.  The law of contracts covers what makes the promise enforceable and how a contract can be enforced.  That law has evolved over hundreds of years, primarily through case law (the common law).  Because of this, you will not find the main body of Washington's contract law codified in the Revised Code of Washington.  Instead, you will find it in the cases decided by Washington's courts.  Some major exceptions to this are codified in the provisions of the Uniform Commercial Code (RCW Title 62A, most notably 62A.2) but those statutes are mostly limited to sales of goods.  Perhaps the best source for a detailed description of Washington contract law is volume 25 of Washington Practice, titled Contract Law and Practice by DeWolf and Allen.

An enforceable contract consists of three components:  an offer, an acceptance and consideration.  There must be at least two parties to a contract and they must agree on the essential terms to the contract.  This all seems simple enough until you put it into practice.  For example, determining whether a statement is an offer or merely an inquiry about negotiations can be difficult:  "Would you sell me your car for $1,000?" may not be considered an offer while "I will buy your car for $1,000" might be.  Under Washington's objective theory of contracts, the law asks whether a party's words or actions manifest an intention to make an offer.  Under the objective theory, the party's actual intent is not relevant.  It is whether a reasonable person in that situation would have believed an offer was being made.  The same standard is true of acceptance.  And what is "consideration"?  Consideration is the legal term for something of value that is promised in the bargain.  It may be physical property such as a car.  It may also be an action such as "washing a car" or even a promise to do something such as "wash your car every month next year."  It may even be a promise not to do something.  In addition, there must be consideration on each end of the contract.  The promise "I will give you $1,000 if I win the lottery," is unenforceable because only one party is giving anything of value.  While one party is offering $1,000, the other is offering nothing.  However, if the second party contributed to the price of the lottery purchase in exchange for the promise, the contract would be enforceable.

There is no requirement that a contract be in writing.  However, there are laws (most notably the "statute of frauds") that require certain types of contracts to be in writing.  These include contracts for the conveyance of land and contracts that take longer than one year to perform.  Regardless of whether a contract must be in writing to be enforceable, it is prudent for parties to memorialize their agreements so that they (and possibly a court of law) can determine exactly what was agreed on.

Normally, both parties to a contract perform their part of the bargain and everything works out.  However if a party fails to perform, the party is said to be in "breach" of the contract.  When a party breaches a contract, the other party often has to resort to court for enforcement of it.  There are a variety of remedies that may be available to a party suing for breach of contract.  The most common form of remedy is monetary damages.  Monetary damages can be difficult to calculate at times.  Some contracts have a liquidated damages clause in the contract that specifies the amount owing in case of a certain type of breach.  More commonly, there is no such provision.  In such instances, the amount must be determined.  In some cases, it might be the amount of money that equals what the value of the contract was--the amount of improvement if the contract had been fully performed.  A party might prove this amount by having another person perform the promised action and making a claim for the extra costs incurred by having the other person perform.  In other cases, the damages claimed might be the amount of money to put the parties back to where they were at the beginning of the contract.  This remedy is known as rescission.  Monetary damages might also be measured to prevent the breaching party from being unjustly enriched by the breach.  This unjust enrichment measure is often called restitution.  Finally, in rare instances a party might be able to force the breaching party to perform the contract.  This remedy is known as specific performance.  Generally, specific performance is not favored and will only be available if the legal (monetary) remedy is inadequate.  For example, if the property that is the subject of the contract is unique, courts may enforce the transaction embodied in the contract.

This space will provide an overview of criminal law and procedure.

summarize sources of election law

This space will contain an overview of estate planning issues.

1.  No L&I (workers’ compensation) for People Who Work Over Water
      
     As  soon as your work is away from shore, on any so-called “navigable waterway”, state law stops and you come under the federal maritime law.  That means that you don’t get state workers’ compensation (with some exceptions) if you are injured or taken ill on a dock or a boat.  If your injury occurs on a dock or in a shipyard, compensation comes from the Longshore and Harborworkers’ Compensation Act, administered by the U.S. Dept. of Labor.  If you become ill or are injured while working on a boat as part of the crew--including processors on fish factory ships--you must go through the legal system to get compensation, the same as if you were injured in a car crash.
   

    Crewmembers on vessels are “seamen” in the eyes of the maritime law, and are compensated as such for illness or injury.  Basic, no-fault benefits are called maintenance and cure.  If the illness or injury is caused by someone’s negligence--other than your own--you are also entitled to have a jury decide the fair amount of your compensation, as opposed to the fixed schedules used by L&I (Washington Department of Labor & Industries) and for Longshore benefits.  These remedies will be explained in later sections of this outline.

2.  Maintenance for Seamen

     Maintenance is a daily stipend to use for the bare-bones necessities of living while receiving medical attention.  Maintenance is a substitute for the free room and board the seaman would have received aboard the ship, boat or barge had the seaman not been injured or taken ill.  It lasts until the seaman is at “maximum cure”, or as good as one is going to get.
 

    The daily rate of maintenance is usually stated in the contract of employment--typically $20-$30/day for fishing boats and fish factory vessels.  If the seaman can prove  that he or she cannot pay for the basic necessities of living--basically the cost of rent or mortgage, utilities and food--on the contractual rate of maintenance, it is possible to force the employer to pay more.  That requires receipts or other proof of basic living expenses and, for some employers, requires that you get a lawyer to help you.

3. Cure (medical bills) for Seamen

    The maritime law is more generous than state-based systems of workers’ compensation when it comes to what ailments are covered under the doctrine of maintenance and cure.  This is true even though the monetary compensation is less generous—at least as far as no-fault benefits (maintenance and unearned wages) are concerned.  Any illness or injury that manifests (is discovered) while the seaman is in the service of the vessel—even cancer or tuberculosis—is covered.
 In addition to medical bills, “cure” includes expenses associated with obtaining medical attention such as transportation expense and, if needed, interpreters.
    Seamen receiving medical attention can choose their own doctors and don’t have to go to the doctor chosen by the employer’s insurance adjuster.
    Like maintenance, cure lasts until the point of maximum cure.

4.  Unearned Wages for Seamen

     The doctrine of maintenance and cure includes “unearned wages,” a very limited no-fault wage-loss benefit.  Unearned wages are paid only to the end of the pay period or contract of employment in effect at the time the seaman was injured or taken ill.
     To get compensation for wage loss beyond the pay period or contracted length of employment, the ill or injured seaman must prove fault on the part of the vessel owner.  This will be discussed in the next section.

5.  Jones Act Negligence and the Doctrine of Unseaworthiness (an unsafe workplace)

    To get more than maintenance and cure, the seaman must prove that it was the employer’s fault that the seaman got injured or was taken ill.  To prove fault, the seaman must show that the injury or illness was caused by someone else’s negligence, or that the vessel was “unseaworthy” (unsafe) and that the unseaworthy condition caused the injury or illness.  Once the seaman proves liability (fault), the seaman is entitled to compensation for future wage loss, pain, suffering and emotional distress.

    If the seaman doesn’t settle his or her claim with the insurance company, a judge or a jury will determine at trial whether the employer/vessel owner is liable for the injury or illness and, if so, what is a fair amount of compensation for the seaman.

 

6.  Alaska Workers' Compensation Versus Compensation Under the Maritime Law

     Some fish processors on factory ships in Alaskan waters are both "seamen", with rights under the general maritime law as described above, and have coverage as workers under Alaska state law.  The processor must choose between these two systems of compensation when injured on the job.  The choice involves complicated factors that atre different for each individual and the injury involved.  When processors on factory ships are put into the Alaska Workers' Comp. system, they should seek legal advice immediately.

7.  Longshore Benefits

     Workers in shipyards and on the docks are compensated for injury under a federal workers' compensation system called the Longshore and Harborworkers Compensation Act (LHWCA).  Benefits under the LHWCA are more generous than Washington's L&I compensation.

     The lines separating federal maritime benefits (for seamen), LHWCA (for dock workers), and Washington L&I benefits (for workers on land) are fuzzy.  For example, take the situation of a day-labor agency dispatching temporary workers to a dock where a fishing boat is tied up, and are directed to go aboard and do jobs normally performed by the crew.  If one of the day-laborers got hurt on the job, should the worker be compensated as a seaman, a harborworker, or worker on land under Wash. L&I?  Generally, injury benefits improve with the distance from land.  Remedies for seamen are the best (when fault on the part of the employer can be proved), and the worst for L&I workers.  In cases where the the vessel owner cannot be blamed for the injury, LHWCA benefits are the most generous.