Category: Contracts
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Noncompetes Were Already Getting Harder to Enforce: David v. Freedom Vans
Washington’s 2026 ban on noncompetes did not come out of nowhere. Even before it passed, Washington courts and the 2019 noncompete statute were steadily narrowing what employers could enforce. The Washington Supreme Court’s 2025 decision in David v. Freedom Vans, 4 Wash.3d 242 (2025) (En Banc) is a useful marker of that trend—and a preview…
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What Still Works After the Noncompete Ban: Nonsolicitation, Confidentiality, and the Sale-of-Business Exception
Washington’s ban on noncompetes (Chapter 149, Laws of 2026) does not leave employers with nothing. It preserves a short, narrowly drawn set of protections. The catch is that each one is defined tightly, and the statute tells courts to construe these exceptions narrowly. Here is what survives after June 30, 2027—and where the traps are.…
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Washington Just Voided Almost Every Noncompete Agreement
Washington has taken its 2019 restrictions on noncompetes to their logical conclusion: a near-total ban. Under ESHB 1155 (Chapter 149, Laws of 2026), signed March 23, 2026 and effective June 30, 2027, virtually every noncompetition covenant with a Washington worker becomes void and unenforceable. This is one of the most significant changes to Washington employment…
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Your Bonus Clawback Is Now a Noncompete
The most overlooked part of Washington’s new noncompete ban is that it does not only target clauses labeled “noncompete.” It reaches a whole category of compensation provisions that most employers never think of as noncompetes at all—forfeiture clauses, bonus clawbacks, and “stay-or-pay” arrangements. The expanded definition Under the enacted law amending chapter 49.62 RCW, a…
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M&A Trends – Survival Periods and No-Recourse Terms
In the high-stakes arena of M&A, the survival period—the window during which a buyer can bring claims for breaches of representations and warranties—is a primary lever for risk allocation. The 2025 ABA Deal Points Study reveals a market increasingly defined by a binary choice: traditional indemnification or the “public-style” no-survival model. The Decline of Express…
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Insights into the 2025 Deal Points Study: Navigating Baskets and the Ubiquity of Materiality Scrapes
Risk allocation in mergers & acquisitions (M&A) isn’t just about how long a buyer has to make a claim, but how much loss must occur before a claim is valid. The 2025 ABA Study provides critical data on “baskets”—the minimum loss threshold—and the “materiality scrape,” a provision that significantly lowers the buyer’s burden of proof.…
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Navigating Contractor Liens in Washington
For contractors, subcontractors, and suppliers in Washington, understanding construction lien laws is crucial for ensuring payment for your hard work and materials. These laws, primarily found in RCW Chapter 60.04, provide a powerful tool to secure your right to payment by placing a claim against the improved property. However, the system comes with strict requirements…
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New Sales Tax Obligations: Key Professions Impacted by Washington SB 5814
Effective October 1, 2025, Washington has implemented a major shift in its tax landscape through Senate Bill 5814. This legislation “modernizes” the tax code by reclassifying several traditionally exempt service sectors as “retail sales.” If you operate in any of the following fields, you are now required to register for a retail tax endorsement, collect…
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ABA Releases 2025 Deal Points Study
The American Bar Association’s (ABA) Business Law Section has released its 2025 Private Target Deal Points Study. Studying deals between $25 Million and $900 million, the study analyzes trends in business deals, including: For more information, check out the alert issued by K&L Gates. To learn more about buying or selling a business, go to https://martinkreshon.com…
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Baskets & Caps
When businesses change hands, the journey can be full of unknowns. From a buyer’s perspective, what if the financial records aren’t as tidy as they seemed? From a seller’s perspective, how long will they be on the hook for potential problems with the business they just sold? This is where tools like baskets, deductibles, and…