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Collection Help - Jay Duncan
3/22/2005 2:41:46 PM (2321 views)
Re: Collection Help - Jay Duncan
3/22/2005 2:44:27 PM (3576 views)
Re: Collection Help - David Bloys/TX
3/22/2005 2:58:00 PM (3503 views)
Re: Collection Help - Jay Duncan
3/22/2005 3:42:12 PM (3501 views)
Re: Collection Help - David Bloys/TX
3/22/2005 3:52:25 PM (3527 views)
Re: Collection Help - Jay Duncan
3/22/2005 3:53:46 PM (3502 views)

SOT Assists FBI Update - Jarrod Clabaugh/OH
3/22/2005 11:13:12 AM (1706 views)

ATM - Judy Nisonger/CA
3/21/2005 7:44:17 PM (2235 views)
Re: ATM - Derrick whitaker/NC
3/22/2005 3:04:46 PM (3701 views)
Re: ATM - Judy Nisonger/CA
3/22/2005 10:26:04 PM (3496 views)

WEIRD, WEIRD, WEIRD!!! - David Chisolm/MS
3/21/2005 7:25:29 PM (2341 views)
Re: WEIRD, WEIRD, WEIRD!!! - Judy Nisonger/CA
3/21/2005 7:40:49 PM (3717 views)
Re: WEIRD, WEIRD, WEIRD!!! - Kevin Ahern/CT
3/21/2005 7:42:12 PM (3771 views)
Re: WEIRD, WEIRD, WEIRD!!! - Judy Nisonger/CA
3/21/2005 7:47:24 PM (3645 views)
Re: WEIRD, WEIRD, WEIRD!!! - Shannon Blatt/VA
3/21/2005 7:49:26 PM (3625 views)
Re: WEIRD, WEIRD, WEIRD!!! - Michael Frank/TX
3/21/2005 8:15:38 PM (3691 views)
Re: WEIRD, WEIRD, WEIRD!!! - Kevin Ahern/CT
3/21/2005 7:57:09 PM (3649 views)
Re: WEIRD, WEIRD, WEIRD!!! - Judy Nisonger/CA
3/21/2005 8:04:44 PM (3576 views)
Re: WEIRD, WEIRD, WEIRD!!! - Lisa Ramsey/TX
3/22/2005 1:19:14 PM (3933 views)
Re: WEIRD, WEIRD, WEIRD!!! - Doug Hollowell/TX
3/22/2005 6:27:54 PM (3434 views)

Non-Judicial Foreclosures - Douglas Gallant/OH
3/21/2005 5:05:47 PM (1779 views)




TitleSearch USA - Barbara Bennett/IN
3/21/2005 3:20:51 PM (2373 views)
Re: TitleSearch USA - J.T. Shoemaker/NY
3/21/2005 5:10:09 PM (3607 views)
Re: TitleSearch USA - george Hubka/MI
3/21/2005 5:14:16 PM (3535 views)
Re: TitleSearch USA - Julie Jasiunas/WI
3/21/2005 6:13:30 PM (3422 views)
Re: TitleSearch USA - Kevin Ahern/CT
3/21/2005 8:03:19 PM (3531 views)
Re: TitleSearch USA - Judy Nisonger/CA
3/21/2005 8:06:21 PM (3444 views)
Re: TitleSearch USA - Kevin Ahern/CT
3/21/2005 8:18:25 PM (3514 views)
Re: TitleSearch USA - David Bloys/TX
3/21/2005 9:54:13 PM (3590 views)
Re: TitleSearch USA - Kevin Ahern/CT
3/22/2005 5:26:12 AM (3562 views)
Re: TitleSearch USA - Lisa Ramsey/TX
3/22/2005 1:13:55 PM (3510 views)
Re: TitleSearch USA - Kevin Ahern/CT
3/22/2005 2:04:25 PM (3442 views)
Re: TitleSearch USA - Barbara Bennett/IN
3/22/2005 2:38:04 PM (3522 views)
Re: TitleSearch USA - george Hubka/MI
3/23/2005 2:22:51 PM (3359 views)
Re: TitleSearch USA - Barbara Bennett/IN
3/23/2005 3:12:18 PM (3375 views)
Re: TitleSearch USA - george Hubka/MI
3/23/2005 9:36:40 PM (3443 views)
Re: TitleSearch USA - Kevin Ahern/CT
3/24/2005 5:01:18 AM (3356 views)

NETROnline - Amanda Fuller/TX
3/21/2005 11:46:08 AM (2746 views)
Re: NETROnline - Ellen Malloy/MO
3/21/2005 1:31:31 PM (3746 views)
Re: NETROnline - Doug Hollowell/TX
3/22/2005 5:14:08 PM (4534 views)

got a Maryland question... - Loretta Reed/MD
3/20/2005 11:35:29 PM (2283 views)
Re: got a Maryland question... - Shannon Blatt/VA
3/21/2005 1:15:07 AM (3353 views)
Re: got a Maryland question... - Kevin Ahern/CT
3/21/2005 6:37:10 AM (3416 views)
Re: got a Maryland question... - Kevin Ahern/CT
3/21/2005 6:21:23 AM (3312 views)

Loretta,

The following answer to your question is long. So, pour yourself a cup of coffee, and get comfortable before reading it.

In Connecticut there are ways around the corporate/LLC shield. Similar rules of law probably apply in your state in some form. You will need to check the law of Maryland to see if the information below is also true there.

If the corporation/LLC is properly organized, in good standing with the State, its identity was properly disclosed in the course of your business transactions and if a contract was signed by a properly authorized party in his properly disclosed representative capacity, your cause of action will probably be limited to the corporate/LLC entity. The purpose of incorporating or forming an LLC is to limit liability to the Corporation's/LLC's assets, and to shield your personal assets from liability. If properly done incorporating or forming an LLC provides an incredibly strong shield. Nobody should start a business without protecting themselves this way.
 
However, owners of small closely held corporations/LLC's often get sloppy about transacting business, and often: (a) only use part of the corporate/LLC's name, (b) forget to disclose the indentity of the corporation/LLC altogether, (c) sign only their name to the contract, (d) are not authorized to bind the corporation/LLC to contract or (e) do not indicate their job titles in their business transactions/contracts. Each one of these sloppy business practices can open the door to a civil action against the individual that signed to contract in his personal capacity. If there is a reasonable basis for suing the individual, you would name both the corporation/LLC and the individual in the complaint as codefendants, but make certain that there is a REASONABLE BASIS for naming the individual in the suit, or you could be sued for vexacious litigation or possibly abuse of process. In Connecticut any one of the above sloppy business practices will provide the reasonable basis.

When an individual discloses only part of the corporate/LLC's identity, he is not transacting business as a corporation/LLC, but rather under a trade name which does not provide the protection of the corporate shield. Furthermore, if the individual is using a trade name that is not properly registered with the Town Hall he might be subject to a suit in his personal capacity for an unfair trade practice.

If the individual fails you identify the indentity of the corporation/LLC altogether, he becomes personally liable under the transaction as an agent for an undisclosed principle. In Connecticut parties to a business transaction have a right to know the identities of the parties with whom they are transacting business. It is the obligation of the agent/employee to disclose both the complete identity of his principle/employer and that he is acting in a representative capacity. It is not the obligation of the other party to discover this information on his own.

In some instances a party to a contract will accept any employee's signature on a contract regardless of scope of that individual's employment duties. If the employee was not authorized by the corporation/LLC to bind it to contract, the individual employee is liable under the contract. However, there are exceptions to the rule. If the employer has accepted your services knowingly, the employer may have ratified the contract signed by the individual employee, and the corporation/LLC becomes liable. This also provides a reasonable basis to name both the individual employee and corporation/LLC as codefendants in a suit. The employer may also have placed the individual in a position that would make it reasonable for the employee to appear to have the authority to bind the corporation/LLC to contract. In this case the corporation/LLC may be liable to you because its employee had apparanent authority.

If an individual has failed to disclose the identity of the corporation/LLC altogether or failed to indicate that he is acting in a representive capacity
(disclosing his job title), he becomes an agent for an undisclosed principal, and becomes personally liable.

The above theories of recovery are based on the law of contracts and agency. There are other theories of recovery also under tort law.

In Connecticut if in the negotiation of the business transaction or in the course of performance a party to the transaction misrepresents material facts that caused you to detrimentally change your position, the other party becomes personally liable for common law fraud or possibly an unfair trade practice. Possibly he engaged in negligent conduct in which you were damaged financially. In which case he is also liable to you in his personal capacity. Under the law of Connecticut an individual who engages in tortious conduct regardless of doing so in his representative capacity for a corporation/LLC or in his individual capacity becomes personally liable for his conduct, and the corporate/LLC shield will not protect him.

There is also another theory of recovery if you conduct transactions involving large extensions of credit. Lending institutions do it all the time when dealing with loans to businesses, but it can also work in a service contract setting. If you are dealing with a corporation/LLC, you can also ask one of the corporate officers/managing members to personally guaranty payment. You will need to get his signature on the contract indicating that he is a guarantor. If the corporation/LLC fails to make payment for your services, you can demand payment from the guarantor...another reasonable basis for naming both the corporation/LLC and the individual as co defendants.

Our legal system is based on an English system of law. The above theories of recovery have are based on legal principals that have developed over centuries, and are very well thought out. The same rules apply in most states, but may have statutory or common law nuances that you will need to observe. Therefore, you will need to research your State's position on each theory before initiating the civil action.

You will also need to acquaint yourself with the rules of civil procedure in your state. Otherwise you may wind up spending more money trying to collect money than you want. For instance, in Connecticut it is extremely hard to sue a non resident defendant in small claims court. We normally need to file against them in the Superior court with a higher filing fee. There is also the problem of juridiction. If the defendant is a non resident, not physically present in the state and has not had significant contacts with the state to invoke long arm jurisdiction, you may have to initiate the suit in the defendant's state of residence. If this is the case, get a lawyer. You will not be able to do it on your own.

Hope this answers your question.

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Re: got a Maryland question... - Loretta Reed/MD
3/21/2005 8:26:01 AM (3330 views)
Re: got a Maryland question... - Kevin Ahern/CT
3/21/2005 11:48:17 AM (3350 views)
Re: got a Maryland question... - Robert Franco/OH
3/21/2005 10:00:36 AM (3443 views)
Re: got a Maryland question... - Spencer Kinsey/AR
3/21/2005 10:29:29 AM (3351 views)
Re: got a Maryland question... - Kevin Ahern/CT
3/21/2005 11:50:33 AM (3453 views)

Has anyone mentioned this counterargument regarding online records? - James Guill/VA
3/20/2005 7:29:34 PM (2412 views)
Re: Has anyone mentioned this counterargument regarding online records? - Robert Franco/OH
3/20/2005 8:51:13 PM (3460 views)
Re: Has anyone mentioned this counterargument regarding online records? - James Guill/VA
3/20/2005 8:57:31 PM (3612 views)
Re: Has anyone mentioned this counterargument regarding online records? - David Bloys/TX
3/21/2005 8:11:36 AM (3566 views)
Re: Has anyone mentioned this counterargument regarding online records? - Jonathan Figliuolo/NY
3/21/2005 9:07:18 AM (3471 views)
Re: Has anyone mentioned this counterargument regarding online records? - David Bloys/TX
3/21/2005 11:01:14 PM (3414 views)
Re: Has anyone mentioned this counterargument regarding online records? - george Hubka/MI
3/23/2005 2:27:09 PM (3428 views)
Re: Has anyone mentioned this counterargument regarding online records? - David Bloys/TX
3/23/2005 4:41:46 PM (3457 views)
Re: Has anyone mentioned this counterargument regarding online records? - Lisa Ramsey/TX
3/23/2005 6:57:28 PM (3492 views)
Re: Has anyone mentioned this counterargument regarding online records? - David Bloys/TX
3/23/2005 7:02:47 PM (3297 views)
Re: Has anyone mentioned this counterargument regarding online records? - george Hubka/MI
3/23/2005 9:45:23 PM (3408 views)
Re: Has anyone mentioned this counterargument regarding online records? - george Hubka/MI
3/23/2005 9:40:49 PM (3336 views)
Re: Has anyone mentioned this counterargument regarding online records? - David Bloys/TX
3/23/2005 10:41:55 PM (3400 views)

Just when you thought religion could not be funny... - Jay Duncan/MO
3/20/2005 4:56:01 PM (1821 views)

Gas Prices - Ron Gindin/PA
3/20/2005 4:33:29 PM (2341 views)
Re: Gas Prices - Judy Nisonger/CA
3/20/2005 6:19:10 PM (3557 views)
Re: Gas Prices - monica froese/ME
3/20/2005 6:37:54 PM (3489 views)
Re: Gas Prices - Lisa Ramsey/TX
3/20/2005 8:02:27 PM (3427 views)
Re: Gas Prices - Shannon Blatt/VA
3/20/2005 10:30:55 PM (3490 views)
Re: Gas Prices - James Guill/VA
3/21/2005 2:49:54 PM (3353 views)
Re: Gas Prices - Michaela Urban/OH
3/21/2005 6:08:44 PM (3543 views)
Re: Gas Prices - David Bloys/TX
3/21/2005 9:58:22 PM (3394 views)
Re: Gas Prices - Lisa Ramsey/TX
3/22/2005 1:22:40 PM (3366 views)
Re: Gas Prices - Michaela Urban/OH
3/23/2005 3:53:47 PM (3332 views)

partial searches? - Julie Jasiunas/WI
3/19/2005 10:57:43 AM (2382 views)
Re: partial searches? - Lance Whitmore/MN
3/19/2005 2:23:13 PM (3426 views)
Re: partial searches? - Julie Jasiunas/WI
3/19/2005 3:07:27 PM (3350 views)
Re: partial searches? - Lisa Ramsey/TX
3/19/2005 5:39:44 PM (3535 views)
Re: partial searches? - Kevin Ahern/CT
3/19/2005 5:47:16 PM (3375 views)
Re: partial searches? - Judy Nisonger/CA
3/19/2005 7:55:03 PM (3390 views)
Re: partial searches? - Lisa Ramsey/TX
3/19/2005 8:44:35 PM (3379 views)
Re: partial searches? - Julie Jasiunas/WI
3/21/2005 6:17:41 PM (3389 views)

Need info on certain company . . . - Michaela Urban/OH
3/18/2005 9:39:04 PM (1836 views)

Ad writing - Judy Nisonger/CA
3/18/2005 12:59:01 PM (3040 views)
Re: Ad writing - Spencer Kinsey/AR
3/18/2005 1:39:36 PM (3396 views)
Re: Ad writing - Judy Nisonger/CA
3/18/2005 1:43:51 PM (3445 views)
Re: Ad writing - Spencer Kinsey/AR
3/18/2005 4:01:40 PM (3609 views)
Re: Ad writing - Robert Franco/OH
3/18/2005 9:48:42 PM (3326 views)
Re: Ad writing - Judy Nisonger/CA
3/19/2005 12:10:36 PM (3306 views)
Re: Ad writing - Ellen Malloy/MO
3/19/2005 10:17:43 PM (3400 views)
Re: Ad writing - Judy Nisonger/CA
3/20/2005 12:21:41 AM (3285 views)

ChoicePoint, Bank of America Follow-up - Jarrod Clabaugh/OH
3/17/2005 11:37:57 AM (3008 views)
Re: ChoicePoint, Bank of America Follow-up - Wanda Steudel/OH
3/17/2005 6:32:23 PM (3295 views)


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