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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24870
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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I have an LLC in Texas with 5 other investors, I am being sued

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I have an LLC in Texas with 5 other investors, I am being sued personally for $1800.00 that another partner in the business did not pay and she was not authorized by our corporation to do business on a credit basis. We do not have any kind of agreement signed with the creditor. My question is what case in the state of Texas exempts an individual from being sued. I know that an LLC can but not an individual. I need to reply to this suit with the case supporting my response.
Hi! My name is XXXXX XXXXX I'll be the attorney assisting you.

I'm not sure what the basis of the suit is and why they are going after you personally.

Can you describe in more detail about this LLC partner and what they bought and charged?
Customer: replied 3 years ago.

My business is(used to be) a tire recycling facility. We used a local tire recycling facility to throw away tires in his tire reclamation landfill site. He charges us by the lbs.

This was all done through your LLC - correct?

What was it that this LLC partner bought or paid for and for what?
Customer: replied 3 years ago.

My partner took a 53' trailer full of tires to the landfill. Supposedly, the landfill gave her credit. I was not made aware and she was not authorized to do business as such. We had taken trailers full of tires before but we always paid before we could leave the creditors premises.

OK, but if your partner did so - they did so under the pretense of your LLC - correct?
Customer: replied 3 years ago.

I would think so. I was not there when the transaction happened. My partner was told and she affirmed that she was going to pay for the trailer full of tires before she took the tires to the facility to get disposed off.

It would appear that she performed her actions under the guise of the LLC - as such there is no personal liability for you.

Yes, the LLC could be liable. That the LLC partner has the apparent authority to act on behalf of the LLC.

However, at most the LLC is liable - not you personally.

Is that the case here - that the LLC partner dumped the tires under the apparent authority or business of the LLC?

If that's the case then I think it's a simple answer.
Customer: replied 3 years ago.

Yes sir, I know that the answer is that the LLC is liable but I am looking for a case in the state of texas that specifically exempts me. I need to respond to the law suit with a specific case to the judge.

What are they alleging in the complaint why you personally are liable?

Are they suing all the owner LLC owners or just you?
Customer: replied 3 years ago.

They are suing 3 more of the owners. Why? don't know. Maybe its because one resides in Mexico and the other resides in Canada.

OK, I'll find the case/statute for you.

It's ridiculous that the judge is requesting that - it's common knowledge.

I may be a little bit getting that for you.

Customer: replied 3 years ago.

I understand. Just trying to protect myself. You can email the response. I am going to step out for a little while. This will give you time to research it. Thank you.

Ok. Sounds good.
Customer: replied 3 years ago.

I got a window that says that you responded but it took me to a blank window. Don't know if you have had a chance to find the statue.

Here it is - it's almost stupid that they filed suit against you:

In addition to expressly providing for limited liability of LLC members, the BOC states that a member of an LLC is not a proper party to proceedings by or against an LLC except where the object is to enforce a member’s right against or liability to the LLC. Tex. Bus. Orgs. Code § 101.113. LLC members or managers are liable for their own fraudulent or tortious acts even if the acts are committed in the service of the LLC. In re Williams, 2011 WL 240466 (Bankr. W.D. Tex. Jan. 24, 2011); Sanchez v. Mulvaney, 274 S.W.3d 708, 712 (Tex.App.–San Antonio 2008, no pet.); LJ Charter, L.L.C. v. Air America Jet Charter, Inc., 2009 WL(NNN) NNN-NNNN(Tex.App.–Houston [14th Dist.] Dec. 15, 2009, pet. denied).
Law Pro and 4 other Business Law Specialists are ready to help you
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Customer: replied 3 years ago.

I was in a class action law suit against Fastenal. THe firm handling my law suit was Scott Cole from California. The settlement was very small therefore I am not satisfied with the result. I was fired in April of 2011, has my statues of limitation expired eventhough this case took most of my time and the result was ridiculous. Do I have to accept the paltry settlement or can I continue the legal course.

What does that have to do with being sued individually for an LLC liability?


That's a separate and distinctly different issue from your original question.


You haven't rated my previous answer where I gave you the case law and statutes on the issue.

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