Our Attorneys

Our firm provides legal services for a wide range of business law issues

Our firm provides legal services for a wide range of business law issues, complex business litigation, private financial fraud investigations, bankruptcy, and expert witness services (See Practice Areas). The firm is focused on providing large-firm’s capabilities and outstanding service at a lower cost using the latest technologies. The firm keeps its overhead low through a unique business plan that services multiple states from a central location. To review some of firm’s cases covered in the press and reviews of the firm click on the appropriate link.


Floyd Chapman

Floyd has a diverse securities background and legal career as a marketing director, corporate compliance officer, and private attorney. He is nearing his 30th year in the securities industry and 11th year as a licensed attorney.  He is licensed in California and Washington States.


(253) 203-3325

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Fara-DaunFara Daun

With 16 years of government experience, Fara Daun assists businesses, municipalities, and individuals with administrative, regulatory, and legislative needs. She also assists businesses with their transactional needs and individuals with trusts, estate planning and maintenance.

Telephone: 206-624-5300 or any of the other phone numbers of the firm, then extension 611.

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Julia-JohnsonJulia Johnson

Julia assists businesses and individuals with commercial litigation and transactions, with an emphasis on international and multilingual matters. Fluent in Arabic and Spanish, she enjoys working with clients whose legal issues transcend national borders. She has extensive experience in the Middle East and is well versed in Islamic law, Sharia-compliant finance, and the interactions between foreign law and U.S. courts.

Telephone: 206-624-5300 or any of the other phone numbers of the firm, then extension 617.

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1506-TDKTimothy D. Knowles

Mr. Knowles is also a highly renowned international immigration consultant. With over 22 years of experience, he is one of a few pioneers involved in the EB-5 program since its initial launch in the early 1990s. His career includes national-level commercial lending, merchant and investment banking, securities sales, asset management and service as a public university Vice President, as well as more than 17 years in international business in the Asia-Pacific arena.Tim is in an of counsel role with the firm.

Telephone: 360-933-1612 Bellingham, WA

604-420-9600 Burnaby, BC Canada

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Christopher M RosfjordChristopher M. Rosfjord, Partner

Chris assists business with legal issues related both to litigation and business transactions. He also works in bankruptcy courts with filing and litigation. Chris litigations complex business issues often relating to financial fraud in both state and federal courts. He is an experienced litigator, having tried criminal and civil matters to both judge and jury. Telephone: 206-624-5300 or any of the other phone numbers of the firm, then extension 608.

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Lindsey-B-W-SavageLindsey B. W. Savage, Partner

Lindsey assists business and non-profits with legal issues related both to litigation and business transactions.  Her transactional work includes startups, trademark registration, protection and enforcement, domain name disputes, employment matters, and contract drafting, review and negotiations.  She has significant international and domestic experience with business acquisitions and compliance work.

Telephone: 206-624-5300 or any of the other phone numbers of the firm, then extension 615.

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Shahrzad MajdemeliShahrzad Majdameli

Shahrzad’s practice is focused on energy, export control, and international business law, with a particular emphasis on Middle Eastern commercial matters. She also represents clients with immigration issues. She completed her Bachelor of Laws (LL.B.) at the University of Alameh Tabatabai, Tehran, Iran. She has a Master of Laws in Energy and Environmental Law from George Washington University Law School (Washington D.C.) and a Master of Laws in US and Global Business Law from Suffolk University Law School, Boston, MA. Shahrzad is licensed in Tehran and works from TL’s Washington, D.C. office in an of counsel capacity.

Telephone: 202-999-4430 or any of the other phone numbers of the firm, then extension 614.

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John J. TollefsenJohn J. Tollefsen, Partner

John is an international lawyer with multiple post graduate degrees from both U.S. and European schools including two master of laws degrees. He is a certified Fraud Examiner and Certified Controls Specialist. John graduated from the University of Washington business school with an emphasis on accounting and finance. Telephone: 206-624-5300 or any of the other phone numbers of the firm, then extension 604.

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Steven N. TollefsenStephen N. Tollefsen

Steve Tollefsen provides clients with advice and counsel on U.S. transactional, corporate and securities law.  A major emphasis of his practice has been serving the needs of start-up, developmental and emerging growth companies, and enabling smaller reporting companies to comply with the requirements of state and federal securities laws in a cost-effective manner. He has more than 25 years experience in SEC filings including public offerings, quarterly and annual reporting, proxy solicitations, and tender offers. He is currently in an “of counsel” role with the firm.

Direct telephone line: 425-353-8883

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Matthew-VanZeipelMatthew VanZeipel

Matthew Phillip VanZeipel helps clients who need help with immigration issues. From Visa applications to removal hearings, Matthew has become a strong advocate for the rights of people to become United States citizens. He is also focused on helping small businesses and young entrepreneurs to found and grow their businesses in any way he can, including corporate formation, employment contracting, real estate negotiations, and dispute resolution.

Telephone: 206-624-5300 or any of the other phone numbers of the firm, then extension 616.

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Paralegals and Staff

Belinda-Born-ReidBelinda Born-Reid


Belinda joined the firm in 2009 and is John J. Tollefsen’s personal assistant. She has extensive knowledge and experience in business. Her primary work over the past five years has been in complex federal and state court litigation. She manages accounting, calendar, and litigation support. She also assists with and general business law matters.

Direct telephone line: 425-673-0300 extension 607.

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Teresa KristiansenTeresa Kristiansen


In her early professional years, Alison was a staff reporter for the Canon City Daily Record, the Northglen-Thornton Sentinel, and the Vail Daily newspapers in Colorado. She followed government affairs and crime, and received a Colorado Press Association Award for her work on articles exploring Methamphetamine use and its impact on communities as a whole. She pursued paralegal studies at Kaplan University,.

Direct telephone line: 425-673-0300 extension 609.

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Lane E. TollefsenLane E. Tollefsen


Lane graduated from the UCLA and holds two masters degrees. She has worked for the firm as a paralegal since 1981. She has extensive experience in private placements and business organization as well as litigation support.

Direct telephone line: 425-673-0300 or any of the other phone numbers of the firm, extension 602.

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Justin J. TollefsenJustin J. Tollefsen

IT and Network Administrator

Justin has extensive computer training, including knowledge of networking environments and computer hardware and software. He supports and maintains Tollefsen Law’s state-of-the-art network and paperless office environment.

Telephone: 425-673-0300 or any of the other phone numbers of the firm, then extension 613.

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WA Consumer Protection Law applies extraterritorially

Under the CPA an out-of-state plaintiff may bring a claim.against a Washington corporate defendant for allegedly deceptive acts. Similarly, an out:of-state plaintiff may bring a CPA claim against an out-of-state defendant for the allegedly deceptive acts of its in-state agent.

Collapse of building for insurance purposes

QUEEN ANNE PARK HOMEOWNERS  ASSOCIATION, a Washington non-profit corporation,  v.   STATE FARM FIRE AND CASUALTY  COMPANY, a foreign insurance company, June 18 2015 Copy of Case 2015-Queen-Anne-Park-v-State-Farm The Washington Supreme Court held that collapse means substantial impairment of structural integrity. The dissent argued collapse means “collapse”. Part or all of the building fell down. The Ninth Circuit Court of Appeals asked the court to decide this question: What does “collapse” mean under Washington law in an insurance policy that insures “accidental direct physical loss involving collapse,” subject to the policy’s terms, conditions, exclusions, and other provisions, but does not define “collapse,” except to state that “collapse does not include settling, cracking, shrinking, bulging or expansion?” The insured building was found to have “hidden decay” that  had substantially impaired the walls’ ability to resist lateral loads according to the owner’s inspector. Hidden decay that caused a collapse was expressly covered by the policy. “Construction of an insurance policy is a question of law for the courts, the policy is construed as a whole, and the policy ‘should be given a fair, reasonable, and sensible construction as would be given to the contract by the average person purchasing insurance.”‘1Queen City Farms, Inc. v. Cent. Nat’l Ins. Co. of Omaha, 126 Wn.2d 50, 65, 882 P.2d 703 (1994) (internal quotation marks omitted) (quoting Grange Ins. Co. v. Brosseau, 113 Wn.2d 91, 95,776 P.2d 123 (1989) ). The court held that “collapse” is ambiguous because it is subject to more than one reasonable interpretation. In this case there were two conflicting rules of interpretation: 1) plain meaning versus 2) favor the insured if...

Waiver Under Washington’s Deed of Trust Act Permitted Where Technical Violations Did Not Harm Plaintiff

Merry v Nationstar –Wn App 324745-III   Background to Deed of Trust In 2007, Sharon Weirich borrowed $205,440 from Countrywide Home Loans, Inc. and executed a Deed of Trust on her real property as security. The deed identified Countrywide as the lender, Landsafe Title of Washington as the Trustee, and the Mortgage Electronic Registration Systems, Inc. (MERS) as “a separate corporation that is acting solely as a nominee for Lender and Lender’s successors and assigns.” In Bain v. Metropolitan Mortgage Group, 175 Wn.2d 83, 93, 285 P.3d 34 (2012), the Supreme Court of Washington held that the MERS registry’s business practices in creating and transferring beneficial interests with regard to mortgages conflict with the requirements of Washington’s Deed of Trust Act. Beginning in 2011 MERS made a number of assignments and changes in ownership of the note, beneficiary, and trustee using the business practices found to conflict with the Deed of Trust Act.  Following these changes, in October 2012, Northwest Trustee Services, Inc. served Mrs. Weirich with a notice of default on behalf of Bank of America. The same month Ms. Weirich executed a deed of trust to Thomas Merry. This deed of trust secured payment of a $68,000 promissory note. Ms. Weirich also executed a power of attorney and an assignment of legal claims to Mr. Merry. In December 2012, Ms. Weirich received a notice of trustee’s sale informing her that her property would be sold on April 19, 2013 to satisfy her promissory note she originally gave to Countrywide. However, property was not sold on April 19, 2013 and no sale was rescheduled within the 120-day window...

State Supreme Court Finds Washington’s Anti-SLAPP Statute Violates Right to Jury Trial

On May 28, 2015, in Davis v Cox, the Washington State Supreme Court invalidated the Washington Anti-SLAPP statute, RCW 4.24.525. In a unanimous decision, the Court found that section (4)(b) of statute unconstitutionally violates the right to a jury trial. The Court further held that, because every other section in RCW 4.24.525 is dependent upon section (4)(b), the provision is nonseverable and the statute is invalid as a whole. The Washington Anti-SLAPP statute was adopted to address and dissuade “lawsuits brought primarily to chill the valid exercise of the constitutional rights of freedom of speech and petition for the redress of grievances”. A defendant may file a special motion to strike any “action involving public participation and petition”. If the action is found to involve “public participation and petition”, the responding party must “establish by clear and convincing evidence a probability of prevailing on the claim”. If the moving party prevails, the statute contains a provision for a mandatory $10,000 civil penalty and attorney fees for instituting a lawsuit in violation of the statute. The focus of the Court’s decision was the standard of proof placed upon the party responding to a special motion to strike. The responding party must “establish by clear and convincing evidence a probability of prevailing on the claim”. The Court held that the statutory language requires a trial judge to make factual findings and adjudicate the claim. Article I, Section 21 of the Washington State Constitution states, “The right of trial by jury shall remain inviolate”. The Court noted that, “At its core, the right of trial by jury guarantees litigants the right to...

Liability for Opinions – Omnicare

Putting Omnicare v Laborers District Counsel in Historical Perspective Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund et al. Argued November 3, 2014—Decided March 24, 2015 Copy of Decision: 1503-Omnicare Overview The author is a Certified Fraud Examiner and is critical of the common law involving fraud and deceit. Too often the common law allows the taking of money from victims through hyper-technical defenses and faulty logic. Most of this comes from the lack of sympathy the judges have shown for the fraud victim through the history of the development of the law of misrepresentation. One example is the liability for opinions expressed in contrast to facts expressed. The general common law allows the person who takes money through a false expression of opinion to keep the money if speaker believed her opinion. Omnicare, in the context of a registration statement, moves the law in a positive direction by creating liability for a factual omission imbedded in the opinion that would be necessary to correct a false impression. Even though the Supreme Court did not delve in the history of the law, the 2015 Omnicare decision moved the court in a positive direction. The law on opinion testimony as fraudulent may be traced to the 1889 House of Lords decision of Derry v. Peek.1Derry v. Peek, (1889) L.R. 14 App. Cas. 337 (House of Lords) which limited liability for misrepresentation to fact patterns involving scienter. Derry excluded from the definition of “scienter” misrepresentation made with an honest belief that the fact represented was true. Although Derry was seemingly accepted be most United States courts and was adopted by the...

Fraud on the Market

Although the Oregon securities law statute does not on its face require proof of scienter (intent to manipulate, deceive or defraud), the Oregon Court of Appeals read the requirement into the statute if the theory for relief is fraud on the market. Copy of the decision: 150211-Oregon-v-Marsh-&-McLennan In 2003 the legislature amended the Oregon securities law to provide a good faith defense from securities law violations for secondary violators (one who materially aids or is a control person) and to eliminate the defense for sellers and all those in a fraud on the market case. The court reasoned the legislature did not provide a good a good faith defense for those who material aid (or control the issuer) in a fraud on the market case because it assumed that federal securities law applied. That meant the participants are liable because of their culpable intent to defraud and a good faith defense would not make sense. Even though ORS 59.137 does not require scienter by its terms, that is what it means. In a fraud on the market case, Oregon law is the same as federal law under SEC Rule 10b-5. Whatever one thinks of the Oregon Court of Appeals “correcting” the words of the statute, there is a troubling use of language in the case. The court distinguishes fraud on the market from “direct, face-to-face securities transactions”. This is not a valid description of the distinction. Either type of securities transaction can occur in face-to-face situations. Telephones have been available in Oregon for over 100 years and private issuer transactions are often sold over the phone without any face-to-face meeting.  One of the...

Business Liability for Foreseeable Harm

McKown v Simon Property Group, Supreme Court of Washington, March 5, 2015 Decision:  050405-McKnown-v-Simon-Properties After 40 years of practicing U.S. law, I have grown to appreciate the gift we received from our colonizing parent, the common law. The civil law systems suffer from the same rigidity that all statutes impose: one size fits all. The legislature drafts a statute as a solution to a perceived problem not understanding how it might be unjust in a different fact situation. The common law can smooth out these injustices by providing court-made law which reacts to the facts and needs of justice in a particular case. The negatives of the common law system that has decisions made by juries include unpredictability and indefensible awards. The common law has invented tools to minimize the negatives. One of those tools is “foreseeability”. It allows a court to claim that no one could have foreseen the harm so the defendant is not liable. Foreseeability is often the only legal barrier protecting a business from liability. Unfortunately it has proven to be a two-edged sword. The limits of foreseeably was highlighted in McKown v Simon Property Group. On Sunday, November 20, 2005, Dominick S. Maldonado walked into the Tacoma Mall and opened fire on shoppers and mall employees, injuring seven people. Maldonado wore a dark trench coat concealing a MAK-90 rifle and an Intratec Tec-9 pistol, and carried a guitar case filled with ammunition. McKown, an employee at one of the retail stores, tried to stop Maldonado, but was shot and wounded. Simon Property Group owned the Tacoma Mall. Under Washington Law, the Tacoma Mall is liable to McKown...

Failure to Reconvey: Quiet Title Without a Quiet Title Action

What do you do when a seller fails to reconvey the title to property following payment of the loan, then dies? Failure to reconvey puts a cloud on the title that must be quieted. Quiet title actions can be drawn out and expensive. Is there a way to obtain a quiet title without the quiet title action? This article explores four possible tools for obtaining a quiet title outside a traditional quiet title action.

Personal Jurisdiction over Foreign Manufacturers

State v LG Electronics, Wash app, div 1, January 12, 2015:150112 State-v-LG-Electronics There has been ongoing debate in the courts over how much contact foreign manufacturers must have with a state for the state court to assert personal jurisdiction over foreign manufacturers and make the foreign manufactures defend in the state’s courts. The state’s power is constrained by the due process clause of the Fourteenth Amendment. The foundational case is International Shoe Co. v. Washington, 326 U.S. 310 (1945), in which the United States Supreme Court] held that a state may authorize its courts to exercise personal jurisdiction over an out-at-state defendant if the defendant has “certain minimum contacts with [the state] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.” The courts have subsequently developed two concepts of personal jurisdiction: (1) General Jurisdiction and (2) Specific Jurisdiction. General jurisdiction “permits the exercise of personal jurisdiction over a nonresident defendant where the defendant’s ‘continuous corporate operations within a state (are] so substantial and of such a nature as to justify suit against it on causes of action arising from dealings entirely distinct from those activities.'” Daimler AG v Bauman, 134 S. Ct. at 754-55 (2014). Specific jurisdiction, which since International Shoe “has become the centerpiece of modern jurisdictional theory,” requires that suit arise out of or relate to the defendant’s contacts with the forum. Daimler, 134 S. ct. at 754-55. Specific Jurisdiction requires proof of three elements (1) minimum contacts; (2) action “arises” from minimum contacts; and (3) asserting jurisdiction does not offend traditional notions of fair play and substantial justice. In State v LG...

Why Organize Early?

Although many company founders are reluctant to take the plunge into creating a corporate entity, often putting this step off for as long as possible, there are some good reasons to consider forming as soon as possible. Holding Period Stock Value The IRS will look at the time between forming and value given for stock at that time, and the company’s value at any financing or liquidity event. Hypothetically, if founders gave $.01 of value for their shares at formation, and they receive a funding round that values the company at $.50/share a week later, they need to be able to convince the IRS in an audit that they created enough value in the company in that one week to warrant the 50x increase in the value of the company. In a situation like this, your company is more than likely to arouse the suspicion that you sold yourselves shares at below market value. The General Partnership Many states, including Washington, have ratified some version of the Uniform Partnership Act (UPA). Washington’s is codified as chapter 25.05 of the Revised Code of Washington. Although the preferred form of entity for most startups is a C corporation, a founder should also be attentive to the provisions of the UPA or its equivalent in his or her state. The reason for this is that many of these acts contain provisions similar to the following from RCW 25.05.055:   (1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not...