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Roger, Attorney
Category: Business Law
Satisfied Customers: 30897
Experience:  BV Rated by Martindale-Hubbell; SuperLawyer rating by Thompson-Reuters
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My business is in New York but the company after me is in CA. My

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My business is in New York but the company after me is in CA.
My company signed a contract with American President Line to move 100 containers last year. I emailed the company to terminate the contract 6 months after the contract was signed because I knew I won't be able to fulfill the 100 container requirements but the sales gave me the impression as long as I try they won't penalize me for not fulfilling. When the contract expired I was billed for dead space penalty.
Your contract liability is limited to what the contract states. If there is no clause that says you won't be panalized so long as your try, you're 100% obligated and will be held to your promise. What someone says doesn't matter - the terms of the contract are what matter (called the parol evidence rule).

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Customer: replied 7 years ago.
Noted with Thanks!!
Since the business has been operating at a loss and I have decided to voluntarily dissolve the company. Can they still go after me? I did agree to pay them in installments but they never got back to me. Can they go after me after dissolved?
So long as you didn't sign a personal guarantee for the contract, they can't come after you personally - just the company.
Customer: replied 7 years ago.
so that means they can still go after the company after it is resolved?
The company is not immune from liability just because it dissolves. However, if the company has no assets/money, it's really a lost cause to come after such a company.
Customer: replied 7 years ago.
Should I notify them that the company will be dissolved and that it has no asset? So they can write off rather than spending resources after the case?

Thank you much for your suggestion!
You could notify them of this once the business is dissoved. I wouldn't do it before then.
Customer: replied 7 years ago.
In the mean time if they send me an attorney letter should I just ignore it?
I never suggest to ignore it. If they send you a demand letter, you should have an attorney send one back explaining that the no asset company is dissolving.
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