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We signed a contract with an accountant that ended up not doing a heck of a lot for the money we paid her. The contract really was with her LLC, but she's the only member and does all the work. There is no distinction between her and the company. She has no employees. Some time ago, we mutually decided to terminate the agreement, with her recognizing (verbally and in writing) that she owes us a refund for at least part of the money we paid her. However, she is being extremely difficult to work with and it's clear to us she is not acting in good faith. What are our options? We understand the protection LLCs provide, but can people, especially sole members, just rip-off other people and then hide behind the LLC? Does the fact that her and her LLC are one and the same mean anything? Are LLCs the kind of protection that lets crooks do their damage without worries? Since she has completely cut-off communication with us, we see ourselves with no other option but to sue her and will be including both her and the LLC as defendants. Any comments on this course of action? Thank you very, very much in advanced. Ripped-off in Orlando, FL
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Lordy wrote:
What are our options? We understand the protection LLCs provide, but can people, especially sole members, just rip-off other people and then hide behind the LLC? Does the fact that her and her LLC are one and the same mean anything? Are LLCs the kind of protection that lets crooks do their damage without worries?
That is exactly and precisely what they were designed to do. In order to sue her, you will have to "pierce the corporate veil", in legal-speak. It's not easy. I can't help you. Go look stuff up. I am not a lawyer. I do not even see email sent to this address, due to past DOS attacks. If you wish to respond, do so through this newsgroup.
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"Lordy" <nospam@pls-reply-to-newsgroup.com> wrote in message news:<hFYad.7891$vZ5.2268@tornado.tampabay.rr.com>...
We signed a contract with an accountant that ended up not doing a heck of a lot for the money we paid her. The contract really was with her LLC, but she's the only member and does all the work. There is no distinction between her and the company. She has no employees. Some time ago, we mutually decided to terminate the agreement, with her recognizing (verbally and in writing) that she owes us a refund for at least part of the money we paid her. However, she is being extremely difficult to work with and it's clear to us she is not acting in good faith. What are our options? We understand the protection LLCs provide, but can people, especially sole members, just rip-off other people and then hide behind the LLC? Does the fact that her and her LLC are one and the same mean anything? Are LLCs the kind of protection that lets crooks do their damage without worries? Since she has completely cut-off communication with us, we see ourselves with no other option but to sue her and will be including both her and the LLC as defendants. Any comments on this course of action? Thank you very, very much in advanced. Ripped-off in Orlando, FL
An LLC does not shield its members from personal liability for their own torts, such as negligence. (It may shield co-members not responsible for the tort, and it may shield the member from debts incurred by the business so long as the member hasn't co-signed for them.) State law varies on the extent to which LLC members are responsible for liabilities other than those arising from their own torts. Florida has a modern LLC law that exempts LLC members and managers from personal liability for just about anything short of dangerous recklessness or dealing falsely with the LLC itself, or anything (such as professional negligence) that would justify "piercing the corporate veil". Thus an accountant whose work was so far below professional standards as to amount to negligence, and who cost you money because her work was negligently performed, would be unprotected by her LLC. But if you merely terminated your relationship because you didn't feel you were getting your money's worth, that's just part of your contract with her LLC, any refund you believe you are due would be a debt of her LLC, and whatever right you had to recover would be against her LLC. Ignoring a demand to pay a debt isn't bad faith, negligence, or any other tort; if you've already broken business relations with her, so that she has nothing to gain by being accommodating, it's good business and not even impolite. I'd read it as an unstated invitation to sue or shut up. -- Not a lawyer, Chris Green
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Christopher Green wrote:
An LLC does not shield its members from personal liability for their own torts, such as negligence. (It may shield co-members not responsible for the tort, and it may shield the member from debts incurred by the business so long as the member hasn't co-signed for them.) State law varies on the extent to which LLC members are responsible for liabilities other than those arising from their own torts. Florida has a modern LLC law that exempts LLC members and managers from personal liability for just about anything short of dangerous recklessness or dealing falsely with the LLC itself, or anything (such as professional negligence) that would justify "piercing the corporate veil". Thus an accountant whose work was so far below professional standards as to amount to negligence, and who cost you money because her work was negligently performed, would be unprotected by her LLC. But if you merely terminated your relationship because you didn't feel you were getting your money's worth, that's just part of your contract with her LLC, any refund you believe you are due would be a debt of her LLC, and whatever right you had to recover would be against her LLC.
Correct. That's what it sounded like to me, that her work was just substandard.
Ignoring a demand to pay a debt isn't bad faith, negligence, or any other tort; if you've already broken business relations with her, so that she has nothing to gain by being accommodating, it's good business and not even impolite. I'd read it as an unstated invitation to sue or shut up.
And CPAs are generally LAPs (Legally Aware Persons). I am not a lawyer. I do not even see email sent to this address, due to past DOS attacks. If you wish to respond, do so through this newsgroup.
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