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Ask Deborah Awyzio Your Own Question
Deborah Awyzio
Deborah Awyzio, Solicitor
Category: Australia Law
Satisfied Customers: 863
Experience:  Bachelor of Laws (QUT), BIT (QUT), Family Law Accredited Specialist, over 12 years experience
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I have a friend who was a director of a company many years

Customer Question

I have a friend who was a director of a company many years ago. It went into liquidation and was wound up and de-registered.
before that the company had a agreement with a US company. The agreement was signed on behalf of the company. Not in a personal capacity.
Now years later they appear to be trying to sue my friend or they are trying to serve papers alleging breaches of contract (contract was ended at least two years ago maybe more but had a 3 yr restraint, which was ridiculous as my friend was already working in that industry).
My friend has not been served, but was notified that someone had attended their old work address, they have not lived or been in that town for a very long time.
The papers said that they were the sole surviving director of the company that went into liquidation which they are not and have not been a director for a long time
Should they just ignore this as it was related to a liquidated co. Can the US firm commence proceedings without service?
Submitted: 1 year ago.
Category: Australia Law
Expert:  Leon replied 1 year ago.

Good Evening,

My name is ***** ***** I am a NSW Solicitor. Thank you for your question, and will do my best to assist you with your question. Please understand this is not legal advise Please understand this is not legal advise but a guide to assist you.

What are they alleging the breach is? Are you certain that the contract did not have him sign and guarantee in a personal capacity?

It has commenced proceedings and the documents that they want to serve is for those proceedings. If they do not serve him they cannot proceed with the proceedings.

Customer: replied 1 year ago.
Thank You Leon, I have seen the agreement and it is definitely not signed in a personal capacity. It was signed on behalf of the company and there is not even any personal details on there other that at signing. the agreement is in the name of the now liquidated company, I don't know how they can even have any proceedings, they don't have any trade marks, patents etc unless they are claiming some form of copyright infringement or unauthorised use of material and knowledge from that time that they did have an agreement, I do not know, but that would be my guess.
I am not sure actually what they are alleging as we have not seen the actual papers as they would not provide a copy as they said they had to serve personally.
I am sure that they have filed proceedings in the USA as it appears to be a claim that they are trying to serve from a US court.
So they have to serve them personally, regardless of how they try, even if they know now that they are now trying to serve them and they made contact with the server saying that they were no longer there and no longer part of that business?
Expert:  Leon replied 1 year ago.

Good Evening,

Does the agreement signed have any clause that says it is governed by the laws of the US?

If they are trying to serve documents, then they have filed an application with a court and they are serving the sealed copy.

Not knowing too much, he should avoid being served and they cannot proceed. If the company is in liquidation, and they are suing the company they can serve the liquidator but the company has no money.

He was the director and even in Australia there are some cases where they can be personally liable even if they have not signed in a personal capacity.

So he should keep a low profile and hopefully noone he knows provides his details to the process servers.

Until he is served there is nothing they can do.

I hope this makes sense?