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Roger
Roger, Attorney
Category: Legal
Satisfied Customers: 31194
Experience:  BV Rated by Martindale-Hubbell; SuperLawyer rating by Thompson-Reuters
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I sued a corp. I contracted in 2006 for poor workmanship.

Resolved Question:

I sued a corp. I contracted in 2006 for poor workmanship. The jury was to be picked yesterday, the defendant decided to dissolve to corp. prior to trial. The judge allowed it. My understanding is the corp. is liable for obligations up to 4-6 years?
Submitted: 6 years ago.
Category: Legal
Expert:  Roger replied 6 years ago.

All that matters is that the corp. was doing business at the time you were dealing with them.

 

Any insurance they had at the time would apply to the case.

Customer: replied 6 years ago.

The judge ruled against joining the defendants insurance company in the law suit.

 

So, my understanding is the individuals' corporate officers or shareholders can be held personally liable even if the corporation is dissolved on their behalf. Thanks, Dave

Expert:  Roger replied 6 years ago.
It sounds like you have pierced the corporate veil, which is the process of holding the individuals responsible. That's difficult to do, so you've done some good "lawyering" yourself.
Customer: replied 6 years ago.
Does the corporation need to be dissolved by the state of Pennsylvania or department of state in whole or am I able to proceed at this time now that articles of dissolution have commenced. Thanks, Dave
Expert:  Roger replied 6 years ago.

A notice of dissolution has to be filed with the secretary of state, but the effective date is when the resolution is passed by the company.

Customer: replied 6 years ago.

IF A NOTICE OF DISSOLUTION HAS BEEN FILED,CAN I SUE THE CORPORATE OFFICERS PERSONALLY FOR ANY PERSONAL THEY OWN UNDER THERE OWN NAME.THANKS DAVE

Expert:  Roger replied 6 years ago.
Yes. If the corporate veil is pierced, and you can get to the individuals, if you sue and obtain a judgment, their personal assets are exposed for collection purposes.
Customer: replied 6 years ago.

How do I know for sure the corporate veil is pierced. thanks Dave

Expert:  Roger replied 6 years ago.

You said earlier that the individuals', corporate officers or shareholders can be held personally liable even if the corporation is dissolved on their behalf. My assumption is that the court told you this. If the court said you have the right to sue the people individually, then you've pierced the corp. veil.

 

However, if the court didn't give an order to this effect, you can't sue the individuals. All you can do is sue a dissolved company with no assets - which would be a big waste of time and money.

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