Tollefsen Law PLLC has in depth experience litigation
business torts such as negligent misrepresentation, fraud in the
inducement, and tortious interference with prospective advantage. In
addition there are some statutory tort-like causes of action including
consumer protection claims, criminal profiteering, and securities fraud.
We have represented our clients both as plaintiffs and defendants.
Tollefsen Law PLLC has extensive experience complex
business and commercial litigation including business torts.
The following links provide some background
information of some of these cause of action.
The elements of civil conspiracy are that (1) a
combination or more people to accomplish an unlawful purpose, or to
accomplish a lawful purpose by unlawful means; and (2) entering into an
agreement to accomplish the conspiracy. Both elements must be established by clear,
cogent, and convincing
Civil conspiracy is not a separate cause of
action but is a theory to make defendants jointly and severally liable
for another civil cause of action. Conspirators who join the conspiracy
after it was formed between become liable for all acts committed by any
of the other parties, either before or after their entrance, in
furtherance of the common design.
Uniform Fraudulent Transfer
Under the Uniform Fraudulent Transfer Act (UFTA) a
transfer is fraudulent “whether the creditor's claim arose before or
after the transfer was made or the obligation was incurred” if the
debtor conducted it with “actual intent to hinder, delay, or defraud any
creditor of the debtor”. Subsection (b) of the statute provides 11 nonexclusive factors for
determining actual intent.
(1) The transfer or obligation was to an insider;
(2) The debtor retained possession or control of the
property transferred after the transfer;
(3) The transfer or obligation was disclosed or
(4) Before the transfer was made or obligation was
incurred, the debtor had been sued or threatened with suit;
(5) The transfer was of substantially all the
(6) The debtor absconded;
(7) The debtor removed or concealed assets;
(8) The value of the consideration received by the
debtor was reasonably equivalent to the value of the asset transferred
or the amount of the obligation incurred;
(9) The debtor was insolvent or became insolvent
shortly after the transfer was made or the obligation was incurred;
(10) The transfer occurred shortly before or shortly
after a substantial debt was incurred; and
(11) The debtor transferred the essential assets of
the business to a lienor who transferred the assets to an insider of the
RCW 26.16.210 requires spouses to prove good faith
in the transfer if a plaintiff questions their motive. “In every case,
where any question arises as to the good faith of any transaction
between spouses or between domestic partners, whether a transaction
between them directly or by intervention of third person or persons, the
burden of proof shall be upon the party asserting the good faith.”
More on UFTA
Conversion is the willful interference with a
chattel without lawful justification, whereby a person entitled to
possession of the chattel is deprived of the possession of it.
In order to state a cause of action for conversion, one must have a
possessory or other “property interest” in the chattel in question.
Thus, where teachers sought recovery of amounts paid in union dues that
were spent by the union in violation of the statute, they failed to
state a cause of action because of the lack of a possessory or property
interest in the funds.
Wrongful intent is not a necessary element of
conversion, and good faith cannot be shown as a defense to conversion.
One who takes a chattel from its owner without right but under a
mistaken belief it is his own is still guilty of conversion.
The intent required is simply the intent to exercise dominion over the
The director or officer of a company may also be held
personally liable for failing to discover another director's conversion
of funds. Directors and officers have an affirmative duty to be aware of
the company's affairs.
Conversion can occur in a number of ways. These
include wrongfully detaining chattels by refusing to return them to the
destroying or altering chattel;
wrongfully taking a chattel from another, (e.g. theft);
wrongfully transferring another's chattel to someone;
and misusing a chattel.
The Restatement offers six factors to be considered in determining the
seriousness of a defendant's alleged control or dominion: (1) the extent
and duration of the actor's exercise of dominion or control; (2) the
defendant's intent to assert a right-in-fact inconsistent with the
plaintiff's right-of-control; (3) the defendant's good-faith; (4) the
extent and duration of the resulting interference; (5) the harm done to
the chattel; and (6) the inconvenience and expense caused to the
 Adams v. King County,
164 Wash. 2d 640, 192 P.3d 891 (2008) (trial court erroneously
dismissed claim for civil conspiracy where defendants allegedly
removed organ from plaintiff's decedent without her consent);
Woody v. Stapp, 146
Wash. App. 16, 189 P.3d 807 (Div. 3 2008) (trial court properly
dismissed claim for civil conspiracy where speculation did not
meet clear, cogent and convincing standard);
All Star Gas, Inc., of Washington v. Bechard, 100 Wash. App. 732, 998 P.2d 367
(Div. 3 2000) (evidence supported trial court's finding that no
civil conspiracy had been formed). BACK
 Woody v. Stapp, 146
Wash. App. 16, 189 P.3d 807 (Div. 3 2008);
All Star Gas, Inc., of
Washington v. Bechard, 100 Wash. App. 732, 998 P.2d 367
(Div. 3 2000). BACK
 Lyle v Haskings,
24 Wash.2d 883, 900, 168 P.2d 797, 807
(1946); Sterling Business Forms, Inc. v. Thorpe, 82 Wash.App.
446, 454, 918 P.2d 531, 535 (Div. 3, 1996). BACK
 RCW § 19.40.041(a)(1).
 RCW § 26.16.210; Clayton
v. Wilson, 168 Wash.2d 57, 227 P.3d 278 (2010).
 Davenport v. Washington Educ. Ass'n, 147 Wash. App. 704, 197 P.3d 686,
239 Ed. Law Rep. 715 (Div. 2 2008), review granted, 166 Wash. 2d 1005, 208
P.3d 1124 (2009) (plaintiffs failed to state a cause of action
for conversion of union dues where they had no property interest
in the money); Consulting Overseas Management, Ltd. v. Shtikel, 105 Wash. App. 80,
18 P.3d 1144 (2001) (trial court erroneously found that corporate
officers had committed conversion by applying loan proceeds);
Washington State Bank v. Medalia HealthCare L.L.C., 96 Wash. App. 547, 984 P.2d 1041
(1999) (trial court properly granted summary judgment to bank on
conversion action against purchaser of collateral).
 In re Marriage of Langham and Kolde, 153 Wash. 2d 553, 106 P.3d 212 (2005)
(husband's claim of good faith was irrelevant);
Paris American Corp. v. McCausland, 52 Wash. App. 434, 759 P.2d 1210 (1988);
Olin v. Goehler, 39 Wash. App. 688, 694 P.2d 1129 (1985);
Judkins v. Sadler-MacNeil,
61 Wash. 2d 1, 376 P.2d 837 (1962). BACK
 Restatement (Second) of Torts § 223, Comment b.
 Senn v. Northwest
Underwriters, Inc., 74 Wash. App. 408, 875 P.2d 637 (1994).
 Restatement (Second) of Torts § 222A.