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Ask Shurmust Your Own Question
Shurmust, Attorney
Category: Business Law
Satisfied Customers: 165
Experience:  I have completed over 50 criminal jury trials in the last three years and teach Business Law part-time for a state college.
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What can an LLC company do when they have been threatened with

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What can an LLC company do when they have been threatened with a law suit with both LLC company and personally as owner when the job was completed in full and paid in full,and is no longer in business? Can either be sued? This customers attorney is also charging that inferior products used and this is not the case at all!?

Shurmust :

Greetings! I am sorry to hear about the pending lawsuit. You have asked excellent questions. I am happy to explain the general rules when a LLC is sued.

Shurmust :

Generally, under the laws of a Limited Liability Company, a "member" can not be "personally liable" for the negligent acts of officer or employee of the company.

Shurmust :

Hence, the term

Shurmust :

"limited liability."

Shurmust :

However, if the Plaintiff can demonstrate that the LLC was a sham, designed to defraud consumers, (which does not appear to be the case), a plaintiff may "pierce the corporate veil" and hold the owners personally liable.

Customer: Is there anything that this person can sue for as they were very happy when the job was completed and now over a year later file for a suit now that the LLC no longer is in business?
Shurmust :

The fact that the LLC is closed does not change the Plaintiff's likelihood of establishing personal liability. LLC's open and close every day. Some are successful, some are not. Whether a product that was sold was "inferior" does not change the analysis either.

Shurmust :

They are certainly welcome to bring a lawsuit against a dissolved company, and potentially attempt to recover any assets the LLC may have, but again, considering what you are stating, even assuming they win their case, there will be very little to collect.

Shurmust :

I am not aware of a lawsuit because a company has dissolved. I gather they are attempting to collect from you personally since the LLC is dissolved.

Shurmust :

However, presuming you did everything according to the law, notwithstanding their satisifaction with your services/product, does not make you personally liable at a later date absent a showing of Fraud or commingling of funds.

Shurmust :

LLC Law varies from State to State, but generally, the above applies in most if not all states.

Shurmust :

You should not ignore the lawsuit, and hire a local lawyer to help you dismiss the case. If they lose after filing a frivolous lawsuit, they may be liable for your attorney fees and costs.

Customer: This is the second threat! They have brought in other contractors to say it was inferior?? Which it was not the case either! The LLC company was closed due to Health.
Customer: This state is Ohio
Customer: This is in the state of Ohio
Shurmust :

Again, they can threaten you all they want. However, if the LLC is not in business, there is nothing they can do to you personally. They realize this, which is probably why they keep making threats.

Shurmust :

Does this make sense?

Shurmust :

Additionally, someone in your position would be wise not to talk to them or respond.

Customer: They are trying the fraud side or argument also as they are having other contractors say the product is inferior! It seems as though they are trying every angle and throw everything against the "barn wall" to see what sticks? Is this correct ?
Shurmust :

Inferior is different than fraud.

Customer: What would be your Professional advise at this point? We have very limited funds.
Shurmust :

Some people say Google is "inferior" to Yahoo. That appears to be an opinion. However, if Google started collecting money from consumers and stealing it, that is different.

Shurmust :

It would be wise to call around and get quotes from lawyers and see if they will take any case on a "contingency" since you have limited fees. This can not hurt. Additionally, someone in your shoes should not be talking to these people

Customer: We have photos of the job from start to finish and of every detail and every angle as we have done for each and every job we did. These are all in digital form by a high resolution camera.
Shurmust :

Great! Keep all documentation. Go back and retrieve all of your notes and take copious notes in the future. Stay clear of these losers.

Shurmust :

The threat of a lawsuit is something that has been around for years. If they want to sue you, they will. It appears on the surface they are attempting to simply shake you down since the business is dissolved. This should not prevent you from staying on the offense and calling to see rates for a local lawyer.

Customer: Have not been in communication with these people as this as been out of the blue? Their attorney sent a second letter and we received today. There is a date of the 15 aug to respond to the letter or they are filing a lawsuit?
Shurmust :

I can't tell you what they are thinking. I have never been a proponent of demand letters unless i am asking someone to refrain from certain behavior i.e. cease and desist. If they wanted to sue, they would have by now. If your LLC was open and thriving you would have already been sued by now.

Shurmust :

Again, I am terribly sorry they are putting you through this, but it does appear as if they are grasping for straws. Again, I do not think it will do you any harm to call around and receive quotes and see what you can work out should something come of it. In the meantime, lay low. Does this make sense?

Customer: They are demanding a very high sum of 15,000.00 paid to them and they will " release " us from any future warranty ? There has never been any warranty as you cannot warranty this kind of work? IE ground shift, sink holes, acts of God ect...
Shurmust :

Yea, and I want $15,000.00 too. Does that mean I am going to get it? Even if you had the money, would you pay them? I'm guessing your answer is no. There is nothing to talk to them about too.

Shurmust :

Again, at this point, the only thing to do is to ignore their demands, and call around for a local lawyer to provide you a reasonable rate or contingency fee.

Customer: I thank you as this is a very stressful thing to deal with along with health ect... I thank you very much for the advise you have been very helpful to me.
Shurmust :

My pleasure! If there is anything you need in the future, please let me know. Please provide me with positive feedback if you are satisfied with your service tonight. :) Good luck, I am sure everything will workout.

Customer: I will provide you with positive feedback as you have helped ease my mind in this matter. I was an owner who provided many guys with the opportunity to support themselves and their futures this is a tough thing to deal with after having to close my business also.
Customer: God Bless You
Shurmust :

Thank you. You too.

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