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Barrister
Barrister, Attorney
Category: Legal
Satisfied Customers: 37380
Experience:  16 yrs practice, Civil, Criminal, Domestic, Realtor, Landlord 26 yrs
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I closed a small landscape business in march of this year

Customer Question

I closed a small landscape business in march of this year and did not finish 1 project but was paid in full. i was a s-corp at the time. these clients had agreed to let me finish the work but now have hired a lawyer and are demanding the over payment back an dont want me to finish the work. As a s- corp can they sue me if the company is legally closed? since im willing to finish the work shouldnt they let me? doesnt that shift the blame to them? should I refuse to pay the money back if they wont let me finish? do i need a Lawyer??
Submitted: 11 months ago.
Category: Legal
Expert:  Barrister replied 11 months ago.

Hello and welcome! My name is ***** ***** I am a licensed attorney who will try my best to help with your situation or get you to someone who can.

Customer: replied 11 months ago.
ok, what do think of my situation?
Expert:  Barrister replied 11 months ago.

Have you always maintained the S-Corp as a completely separate entity with separate bank accounts and records?

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Did you actually dissolve the S-Corp or was it administratively dissolved by the Sec of State?

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Or did you just shut down and take no further action?

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Did you have them sign a written contract with the S-Corp, not you personally?

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How much money are we talking about?

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thanks

Barrister

Customer: replied 11 months ago.
Always kept it seperate, Disolved the company legally thought the state of colorado, they had a contract with my landscape company not me personally... $4939.00
Customer: replied 11 months ago.
i offered to finish and they agreed to let me ( i have emails to prove it) even set a date when i was to do the work and then just last friday i got a letter from ther=ir Lawyer saying they want full over payment back in 10 days or they will sue me... i was supposed to do the work sept 17-18 as they agreed to.
Expert:  Barrister replied 11 months ago.

Ok, then they are out of luck because their only recourse is to sue the S-Corp which has no assets and doesn't legally exist any longer.

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That is one of the main purposes of an S-Corp....to protect the owner from being personally liable for things in the event that something goes wrong.

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So if they tried to sue you personally, you would just file a motion to dismiss and provide a copy of the contract with the S-Corp, not you personally.

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But if you are volunteering to personally do the rest of the work, not under the umbrella of the S-Corp, then they have a good faith duty to allow you to correct any problems and finish before they tried to take any legal action anyway..

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So I would tell them that 1. they either let you finish the work, even though you have no legal obligation to do so or 2. they can sue an S-Corp that was properly legally dissolved and has no assets..

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thanks

Barrister

Customer: replied 11 months ago.
Ok, thats what my accountant thought, i just want to do the right thing and finish what istarted and keep my reputation and dignity but not be taken advantage of.
thanks
Expert:  Barrister replied 11 months ago.

You are very welcome. Happy to help any time. And yes, offering to complete the job, even if you aren't legally obligated to do so is the honorable thing to do.. If they reject it, then you have done what you can..

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If you feel your original question and any related follow ups have been answered, I would very much appreciate a positive rating on the answer I have provided as that is the only way I receive credit for my work. If you have a new question the JustAnswer folks require that you start a new question page, but you can request me by putting "For Barrister" in the caption and they will get it to me.

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thanks

Barrister