Litigation Results and Representative Cases
Litigation Results and Representative Cases
We have regularly and successfully represented our clients in all of the following:
- Business Sales and Acquisitions
- Civil Litigation
- Business Formation and Development
- Shareholder and Partnership Issues
- Employment Law
- Real Estate Sales and Leasing
- Estate Planning
- Trust Administration and Probate
- Personal Injury and Wrongful Death
- Divorce and Family Law
What follows is a short thumbnail sketch of our experience in each practice area. The general descriptions and specific cases referred to are simply illustrative of the services we offer and the experience we bring to our work.
Business Sales and Acquisitions
We have represented both buyers and sellers from the initial confidentiality agreement, through negotiation and drafting of the letter of intent and the due diligence process, to the drafting of the final definitive agreements and closing. We have also merged corporations in Oregon, Idaho, and California.
Recent Transactions: The following is a partial but illustrative list of transactions we have worked on as legal counsel for buyer or seller.
- We represented the owners of a distribution company with operations in several states in their sale of capital stock and terms of continued employment with their buyer. The sale is noted in Acquisition International, a journal of major acquisitions and mergers throughout the world. 2011
- We represented a Washington corporation in the sale of its business assets and the lease of its business premises to the purchaser by the limited liability company whose members were the shareholders of the selling corporation. 2007
- We represented the seller of a business which sold its retail sales operations in Arizona subject to an agreement in which the buyer agreed to continue purchasing goods and services from our client at the wholesale level after the sale had closed. 2007
- We represented the purchaser of a waste collection company’s Hawaiian business operations. 2006
- We represented the purchaser of an Idaho distributorship from the manufacturer, a multi-billion dollar corporation. 2004
- We represented the purchaser of a California corporation with retail operations in California, Oregon and Nevada. 2002
- We represented the purchaser of a multi-store retail operation in Boise which was merged into our client corporation. 2002
- We represented the shareholders in selling all of their shares of stock to a publicly traded (NASDQ) corporation for which we’ve continued to work as Oregon counsel. In this transaction we established the initial contact and discussions with the eventual purchaser prior to the start of actual negotiations.
- We represented the purchaser of a multi-store retail operation in Washington. 2003
- We represented the purchaser of a multi-store retail operation in Arizona. 2003
- We have often represented insurance agencies in the acquisition of another agency’s business.
- We have often represented shareholders or closely held corporations in the negotiation and drafting of redemption and employment termination agreements.
- Johnson v. Mult. Co. Dept. Comm. Justice, 344 Or 111, 178 P3d 210 (2008) We successfully appealed the trial court’s summary judgment for defendant arguing that when our client, the victim of a previously convicted rapist, should have reasonably known that the defendant’s negligent parole supervision of defendant was a proximate cause of her injury was a question of fact despite published newspaper and other reports concerning that negligence.
- BLD Products v. Technical Plastics of Oregon, 2006 WL 3628062 (D Or) We successfully obtained partial summary judgment for our plaintiff piercing the company veil and holding that the member of the defendant limited liability company could be held personally liable for his company’s debt to our client. The issue of whether or not the established law of piercing the veil of a corporation to impose personal liability on shareholders was applicable to Oregon limited liability companies had not been decided by any reported Oregon opinion until this case.We successfully represented three separate plaintiffs who brought claims for personal injuries and wrongful death suffered when they fell between two parallel bridge spans in the freeway while trying to assist an injured driver. 2007
- A federal court jury returned a verdict in favor of our client after a week-long trial. The plaintiffs, an Oregon corporation and its shareholder, claimed more than $5.6 million in damages against our client, a German manufacturer of paints and surface coatings. 2013
- We obtained Rule 11 sanctions in May 2005 against plaintiff’s attorney following our successful motion for dismissal of plaintiff’s claims against our clients in the U.S. District Court for the Western District of Washington. Among other things, our clients were awarded judgment against plaintiff’s counsel for their attorney fees and costs. We collected all amounts awarded to our clients. 2005
- We obtained dismissal of a claim brought by a commercial tenant seeking to compel our clients to disclose their actual costs of constructing improvements to appraisers which the parties had previously designated in a settlement agreement to appraise those improvements. The appraisers had each requested the cost information but the court held that our clients were not legally obligated to provide it. 2004
- We obtained dismissal of a claim for more than $900,000.00 against our client who manufactured a conveyor system which was sold to the plaintiff. 2005
We regularly practice in the state and federal courts of Oregon and Washington. In the past we have also appeared by special admission as trial and appellate counsel in the Superior and Supreme Courts of Nevada.
Business Formation and Development
We assist our clients in choosing the form of business entity that best meets their anticipated needs with regard to the tax and other consequences of that decision. We then advise our clients concerning the necessary adjustments in their relationships as their business develops and grows. We offer ongoing service with leases, noncompetition and confidentiality or nondisclosure agreements, supplier and customer contracts, credit agreements, security agreements, and termination and discipline of employees.
- Together with tax counsel we associated to help us we structured a sale of assets between related corporations in a manner which resulted in substantial tax savings both to the shareholders and to the corporations. 2003-2004
- We regularly advise clients on their choice of business entity and in the structuring of those entities to insure optimum tax benefits and to preserve continuity of management.
Shareholder and Partnership Issues
We routinely advise clients concerning issues of business succession and changes in equity ownership and structure.
We represent clients in the negotiation and drafting of agreements with other shareholders, partners, or members of business organizations. We also help negotiate the termination of those relationships when necessary. When negotiations have, unfortunately, proven fruitless we have successfully enforced our clients’ rights through litigation.
In our role as general counsel for corporations and other business entities we often encounter disputes among the equity owners. Our undivided loyalty in such cases is always to the entity we represent. We pride ourselves on never taking sides in such disputes and remaining open and transparent to all parties of interest in our interactions with the owners.
We also represent individual partners, shareholders, and other equity owners in such disputes.
We represent both employers and employees with respect to employment issues.
As counsel for businesses with hundreds of employees we give ongoing advice concerning compliance issues, employer policy statements, employee agreements, employee handbooks, investigation of employee complaints, and defense of employee claims in Oregon, Washington, Idaho, California, Nevada and Arizona.
- We successfully defended our client and settled a claim of racial discrimination and wrongful termination shortly after filing our summary judgment motion in May 2005 for less than the anticipated future costs of defense in U.S. District Court for the District of Oregon. Terms of the settlement are confidential.
- We successfully settled a claim against our client with the EEOC during the investigative stage before the initiation of litigation.
- We have often succeeded in obtaining dismissal of employee claims against our clients at the investigative level.
- We have prepared employee handbooks and employer policy statements for business operations in Oregon, Washington, Idaho, California, Nevada, and Arizona.
As attorneys for employees who have suffered unlawful employment action, we have successfully litigated claims in both state and federal courts.
- We successfully settled the claims of our white client against her African American owned employer for hostile work environment and wrongful discharge. 2008
- We successfully settled a claim for wrongful discharge and breach of contract on the second day of jury trial in Marion County Circuit Court in May 2005. Terms of the settlement are confidential. 2005
- We obtained a substantial settlement of our client’s claim for discrimination in violation of the Americans with Disabilities Act and wrongful discharge in U.S. District Court for the District of Oregon in August 2004. Terms of the settlement are confidential. 2004
- We obtained a substantial settlement of our client’s claim for misrepresentation and wrongful termination against her employer where, despite her employer’s promises that she would not have to relocate if she left her former job and accepted a position with the defendant, even though the employer knew that it was going to sell the division in which our client worked such that she would be and was subsequently terminated because she would not relocate. Terms of the settlement are confidential. 2001
- We obtained a confidential settlement for our client who had suffered racial discrimination at his job after defeating defendants’ motions for summary judgment in February 2004.
We have negotiated hundreds of commercial leases for both landlords and tenants. We have also represented both buyers and sellers in the transfer of real property for commercial use or development or as security for various kinds of obligations.
- We represented the buyer in the purchase of a shopping mall in Citrus Heights, California while working with local counsel we associated to assist us on the transaction. 2002
- We negotiated and drafted a prospective purchaser agreement with the Oregon Department of Environmental Quality as part of our client’s purchase of real property for commercial development. 2008
- We represented our client in its purchase and development of real property in Clark County, Washington to which it then relocated its offices and warehouse space from Portland. 2003-2004
- We represented the seller in the sale of his residence and surrounding acreage in Clark County, Washington for development. 2005
- We have repeatedly negotiated leases on behalf of clients in major malls and other retail locations in Washington, Idaho, Oregon, and California.
- We represent landlords with ongoing leasing activity in the Portland metropolitan area.
- We represented the tenant in a commercial building where the landlord was seeking our client’s eviction. We settled the claim on terms which not only allowed our client to remain in the premises but also established their right to engage in business activities which the landlord had previously asserted weren’t permitted under the parties’ lease. 2005
- We successfully established a prescriptive public easement across real property at trial and on appeal. Johnson v. Becker, 137 Or. App. 258, 903 P.2d 901 (1995)
We have helped clients plan and structure the transfer of their businesses and personal assets in a manner which minimizes taxes while achieving the clients’ goals. We have represented individuals in planning estates from the most simple and basic to marital estates with a net worth of more than $25 million including business assets and real property. In 2008, the Oregon Bar’s Estate Planning and Administration Newsletter published Kevin Tillson’s article on Preserving Community Property Rights in Oregon which discussed the various advantages married couples can realize with proper planning when they relocate to Oregon from community property states such as California, Washington, or Arizona.
- We have formed limited liability companies structured to enable parents to pass real property to their children with minimal tax through use of the family business.
- We have assisted clients in planning their estates to minimize taxes through the use of trusts, gifts, stock, and membership interests in limited liability companies and partnerships.
Trust Administration and Probate
We assist clients who are trustees in the administration of their trusts. We frequently probate estates as attorneys for the personal representative. We have also litigated issues concerning trust administration.
- We obtained judgment after trial in U.S. District Court for the District of Oregon, which was affirmed on appeal, for our client whose father had acquired stock as joint tenant with his son. The father’s widow contended that the son had promised to release his name from title to the shares of stock in consideration of other provisions of the father’s estate plan. Carnahan v. Carnahan, CV-97-03060-JO, 246 F.3d 673 (9th Cir. 2000).
Personal Injury and Wrongful Death
We represent individuals who have been wrongfully injured or who have suffered the death of a loved one as a result of the negligent or intentional wrongdoing of someone else in car and truck collisions and in other cases where there is a basis for legal liability. In Oregon there is a $500,000.00 cap on noneconomic damages which can be recovered in a wrongful death action.
- Wrongful death settlement in 2004 of $320,000.00 for auto accident causing death of 72 year old housewife and mother. 2004
- Wrongful death settlement of $435,000.00 one week before trial in 1994 for death resulting from auto accident. 1994
- Wrongful death settlement in 1996 of $450,000.00 against hospital for failure to take measures to prevent respiratory arrest due to complications from anesthetic. 1996
- Wrongful death settlement in 2007 of $485,000.00 against the State of Washington and another driver where our client’s decedent fell between two parallel bridge spans on the freeway while trying to assist that other driver who was in a single car accident. 2007
- Personal injury verdict of $90,000.00 from trip and fall in a department store. 1997
- Personal injury verdict of $73,000.00 for soft tissue injuries from auto accident. 1995
Divorce and Family Law
We represent individuals in divorces and family law matters of all sorts including custody, support, and parenting time disputes.
- We recently obtained judgment in trial for $3500.00 in spousal support for a client who, with her former attorney, had tentatively agreed in mediation to accept $2500.00 in spousal support with less parenting time than we obtained for her.
- We recently obtained a negotiated settlement following a show cause hearing which gave our client, the wife, sole control of the business she and her husband started during the marriage together with the home husband brought to the marriage.
- We have successfully tried cases concerning domestic partnerships over the past 25 years beginning with Ireland v. Flanagan, 51 Or App 837, 627 P2d 496 (1981).