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lwpat
lwpat, Attorney
Category: Business Law
Satisfied Customers: 25387
Experience:  Attorney with over 35 years of business experience.
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X, Y, and Z prepare articles of incorporation and comply with

Customer Question

X, Y, and Z prepare articles of incorporation and comply with all the statutory requirements, except their attorney never files the articles with the Secretary of State in their state. The state has adopted the MBCA. Having been told by their lawyer that the articles had been filed, the three operate as a corporation for three years. A creditor now wants to hold X, Y, and Z personally liable on a debt. Can the creditor do so?
Submitted: 5 years ago.
Category: Business Law
Expert:  lwpat replied 5 years ago.
There is no "oops" in business law. Either you are a corporation or you are not. Here they were not and can be sued personally. However, they can in turn sue the attorney for malpractice.

Legal malpractice occurs when a lawyer fails to render competent professional service to a client and the client is damages as a result of the failure. The three major theories of liability are negligence, breach of fiduciary duty, and breach of contract. To prove malpractice, i.e., to establish your lawyer's liability, you must prove that your lawyer owed you a duty to represent you competently, that he or she made a mistake or otherwise breached the duty owed to you, and that your lawyer's mistake harmed you, causing you damages. Additionally, you must file your lawsuit within the statutory time period or "statute of limitations" established by state law for legal malpractice claims. Please read on to find a legal malpractice lawyer, attorney or access more information.
http://legal-malpractice.lawyers.com/