Revised Code of Washington

Wash. Rev. Code § 23B.13.280 (2026)

Procedure if shareholder dissatisfied with payment or offer

✓ current as of May 2026

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(1) A dissenter may deliver a notice to the corporation informing the corporation of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 23B.13.250, or reject the corporation's offer under RCW 23B.13.270 and demand payment of the dissenter's estimate of the fair value of the dissenter's shares and interest due, if:

(a) The dissenter believes that the amount paid under RCW 23B.13.250 or offered under RCW 23B.13.270 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated;

(b) The corporation fails to make payment under RCW 23B.13.250 within sixty days after the date set for demanding payment; or

(c) The corporation does not effect the proposed corporate action and does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.

(2) A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand under subsection (1) of this section within thirty days after the corporation made or offered payment for the dissenter's shares.

[ 2009 c 189 s 48; 2002 c 297 s 40; 1989 c 165 s 151.]

Notes of Decisions

Cited in 7 cases (1 in the last 5 years), 2002–2024 · leading case: Matthew G. Norton Co. v. Smyth, 112 Wash. App. 865 (Wash. Ct. App. 2002).

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Sound Infiniti, Inc. ex rel. Pisheyar v. Snyder, 169 Wash. 2d 199 (Wash. 2010). “RCW 23B.13.280(1). If the corporation contests the estimate, it must file for an appraisal proceeding to determine the fair value of the shares.”

Matthew G. Norton Co. v. Smyth, 112 Wash. App. 865 (Wash. Ct. App. 2002). “As permitted by RCW 23B.13.280, Clapp demanded a total amount of $6,858,928 for his shares and Smyth demanded a total amount of $458,864 for the shares belonging to the trust.”

Matthew G. Norton Co. v. Smyth, 51 P.3d 159 (Wash. Ct. App. 2002). “As permitted by RCW 23B.13.280, Clapp demanded a total amount of $6,858,928 for his shares and Smyth demanded a total amount of $458,864 for the shares belonging to the trust.”

Sound Infiniti, Inc. Ex Rel. Wa LLC Ex Rel. Rda v. Snyder, 237 P.3d 241 (Wash. 2010). “RCW 23B.13.280(1). If the corporation contests the estimate, it must file for an appraisal proceeding to determine the fair value of the shares.”

King & Mockovak Eye Ctr., Inc. P.s., Et Ano, Resps v. Michael E. Mockovak, M.d., App (Wash. Ct. App. 2020). “Clark, the court identifies the determination of whether a party owes a debt to an individual as a question of fact in appellate court reviews for substantial evidence. 15 Mockovak cites no persuasive authority to the contrary.”

Pipe Fitters Local Union 120 Pension Plan, V. Scott Mcfarlane (Wash. Ct. App. 2024). “2d at 207 (citing RCW 23B.13.280(1) and RCW 23B.13.300). The WBCA also requires that, unless the corporate action falls into one of a few limited exceptions, including fraudulent conduct, the appraisal process is the exclusive remedy: A shareholder entitled to dissent and obtain…”

SentinelC3 v. Hunt (Wash. 2014). “Per RCW 23B.13.280, both Respondents notified Sentinel that they objected to the company's valuation and had retained their own valuation expert to evaluate the shares.”

— Wash. Rev. Code § 23B.13.280(1) — 3 cases

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