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As someone who has been deeply involved with limited liability companies since their inception in Washington in 1995, I am surprised by the questions that repeatedly arise. One such question is: Am I a member?
A brand new Washington Court of Appeals case highlights some issues. In Fisch v. FRR-Harmon, LLC (June 2026, WA), Michael Fisch (Fisch) received four “Preferred Membership Unit” certificates from the LLC from 1998 through 2002. What could be more solid evidence of membership than these certificates? It turns out quite a bit.
Fisch never received a K-1 from the LLC, never attended a meeting of the LLC and had no knowledge of the business and affairs of the LLC. In 2003, after the founding member of the LLC died, Fisch attempted to use the certificates to establish his membership. Division II of the Washington Court of Appeals summarily dismissed Fisch’s attempt due to defenses of statute of limitation and (surprisingly) laches.
The court found that Fisch knew about the dispute over his interest in the LLC in 2013 at the latest. As a result, Washington’s six-year statute of limitations barred his claim. Surprisingly, the Court went on to evaluate the equitable defense of laches. Laches is an unreasonable delay in commencing a cause of action. Washington courts occasionally mention laches, but rarely use it to bar claims, yet that is what occurred in Fisch.
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