Billed by a Dissolved LLC

[Legallyblond]

My question involves business law in the state of: Connecticut

In February 2008, my aircraft received an annual inspection that required replacement of several components (several thousand dollars) . It was completed at the end of March, 2008. When I picked up the airplane I was told the bill is not ready but the airplane was released back to me with a promise of a bill as soon as it is ready.

I called almost every week asking if the bill was ready. At month 6, the LLC Principal told me he was close to completing the bill and asked me if I would pay him directly instead of the LLC. I told him I was not comfortable with this, but if I got a paid-in-fill statement from the LLC, I would consider it.

10 months later, I received the bill with the LLC letterhead (dated July 2009) with a hand written note telling me to send a check written to him personally because there was no LLC account to deposit the check into. Smelling something wrong, I checked the state records to find out the LLC was dissolutioned June 2008.

I do not dispute the charges and would like to resolve this issue. The LLC has no way of receiving funds, and from what I can see, no longer exists. If I pay the principal directly and let's say he never pays the creditors for the thousands of dollars worth of parts installed in my airplane, , can the creditors come after me?

Any advice would be appreciated.

[Bubba Jimmy]

No, mechanical parts are different than home repairs where a mechanics lien can protect contractors from non-payment. We don't have to live in worry that our car mechanics, etc. didn't pay their supplier for our oil filters and so forth.

Did you have a contract with the LLC for the work or was this done on a drop-off basis? The work was done, presumably by this individual or his workers. I think you should pay him and then enjoy your plane as much as you can before bad weather sets in.

[Mr. Knowitall]

I would be a bit more cautious. A (sort of) compromise might be to make the check out to the LLC, then let him (as a member/former member) sign it over to himself for deposit. That way if it turns out that somebody else acquires or has acquired the assets of the LLC, or its accounts receivable, you can point them to the guy who cashed the check.

[KeyWestDan]

In addition, there is case law that once a motor vehicle part that is critical to the operation of the vehicle is installed, it looses whatever separate legal identity it had and becomes part of the legally titled vehicle. This would also apply to an aircraft.

I would not pay the person personally. I would guess the LLC had creditors that were not paid off. I imagine the LLC partner by asking for direct payment is commiting some sort of fraud on the creditors. I would not want to be part of it. Issuing the check to the LLC would help protect you and screw the partner if he endorsed it and creditors found out.

[Legallyblond]

Thanks for the reply and guidance.

I intend NOT to write the check to the individual. I will write the check to the LLC (who I technically have the verbal contract with). If he refuses to accept it on behalf of the LLC and push for the check to be made to him personally, I will tell him to take me to small claims court, thereby including a judge as witness and mediator.

[SChinFChin]

Thanks for the reply and guidance.

I intend NOT to write the check to the individual. I will write the check to the LLC (who I technically have the verbal contract with). If he refuses to accept it on behalf of the LLC and push for the check to be made to him personally, I will tell him to take me to small claims court, thereby including a judge as witness and mediator.

Just want to mention when this is all said and done, if he consulted an attorney, he can LEGALLY have you PAY HIM.

I have an LLC that ceased operations, and I closed all the bank accounts. People who still owe me money was told to PAY ME DIRECTLY, as advised by my attorney because of an "Assignment Agreement" between the LLC (me acting as the member) and me (an individual )

I wrote a letter to people still owing me money saying the LLC debts had been assigned TO ME.

All he has to do is make up an Assignment Agreement between the LLC and himself, show it to the judge, and you'll have to pay him. To have the judge as witness, you'll have to pay court costs, not to mention a suit and judgment showing up on your credit report.

He may or may not be trying something funny and try to skip out on creditors. BUT, this is NOT your problem, so don't make it your problem.

[Bubba Jimmy]

Looking at it morally, and not legally, the man did the work you asked him to do and he deserves to be paid. Get what ever you need to get in writing from him to protect yourself. Get a letter on the LLC's letterhead acknowledging payment in full. What ever you need to protect yourself, fine. But it just sounds to me like there is some effort here to avoid paying the man what he is owed, forcing it to small claims and all. To me, that's simply a wrong way to go about getting your airplane cared for. His business organizational problems didn't affect the quality of the work he did on your plane, hopefully.

[Legallyblond]

Just want to mention when this is all said and done, if he consulted an attorney, he can LEGALLY have you PAY HIM.......

I have an LLC that ceased operations, and I closed all the bank accounts. People who still owe me money was told to PAY ME DIRECTLY, as advised by my attorney because of an "Assignment Agreement" between the LLC (me acting as the member) and me (an individual )

I wrote a letter to people still owing me money saying the LLC debts had been assigned TO ME.

All he has to do is make up an Assignment Agreement between the LLC and himself, show it to the judge, and you'll have to pay him. To have the judge as witness, you'll have to pay court costs, not to mention a suit and judgment showing up on your credit report.

He may or may not be trying something funny and try to skip out on creditors. BUT, this is NOT your problem, so don't make it your problem.

Thanks for your reply,

I would have no issue if he did what you suggest. But what he did was dissolve the business amidst disputes with his landlord, waited 18 months for the dust to settle to produce a bill (which should have taken a week), and attached a personal note directing me to make the check out to him personally because the LLC has no account to deposit into. I think there is a reason why he is not doing what you suggest, and that is why I am in protect mode.

Looking at it morally, and not legally, the man did the work you asked him to do and he deserves to be paid. Get what ever you need to get in writing from him to protect yourself. Get a letter on the LLC's letterhead acknowledging payment in full. What ever you need to protect yourself, fine. But it just sounds to me like there is some effort here to avoid paying the man what he is owed, forcing it to small claims and all. To me, that's simply a wrong way to go about getting your airplane cared for. His business organizational problems didn't affect the quality of the work he did on your plane, hopefully.

Thanks for your reply.

If I look at it morally and not legally, he has dragged a customer in the middle of his business problems

Legally, if what SChinFChin previously stated is true in my state, why did he not persue it that way? It makes sense to me that there is something rotten going on and I do not want to be placed in the middle of it.

As to avoiding payment, not so. I wish I had the bill the moment the work was completed. It would have been paid on the spot and I would not have had to waste my time months on end nagging him for a bill.

To his credit, he employed excellent mechanics who did quality work on the airpane, thank you for that comment.

[KeyWestDan]

This has been bugging me so I did some research. I did not find any case law in your state that contradicts the 11th Circuit US Court of Appeals case 869 F.2d 1457. There are model acts which all states have adopted so corporate law does not vary substantially when it comes to rights like these.

Lots of opinion but no law has been spouted. This is a legal forum, not a guesswork forum though that is what many answers are. Posters also though can't expect anyone is going to expend serious time researching their issue when they can do it themselves if they were not looking for the lazy way out.

Now, if the partner of the LLC that wants you to pay him is the ONLY partner, then none of this really matters as he can come up with an assignment letter. If there are other partners, then he might be pulling a fast one. If you want to pay under those circumstances is up to you.

A dissolved corporation or LLC (same thing for this) has two years to wrap up its affairs, including collecting bills. If it does not do so within two years, it is barred from doing so. An amount due under a bill/invoice is not an asset that can be claimed by a partner/shareholder under statute. The ONLY way an individual partner/shareholder can claim it is if the LLC/corp. assigned the rights to unpaid bills to that person. All partners would have to sign it and the signatures would have to be notarized. A "letter" does not cut it.

So, if the dissolved LLC does not asset the debt within two years (meaning commence a civil action, not just send out a bill) you do not have to pay it to the LLC. If the partner has a valid assignment of the unpaid debts, then he can assert you must pay him and take you to court if you do not. If he does not have such an assignment agreement then you do not have to pay him or anyone else without an assignment agreement that specifically includes your type of obligation.

If the partner has a valid assignment then you can pay him in good faith and be morally and legally free of any other obligation.

(Note: Also, if the LLC has not executed the assignment agreement within the two years, then it is powerless to do so. That means, if no partner has an executed assignment of your type of obligation within the two years, none of them can collect on it either. Collecting the alleged debt is forever barred. That means if that partner who wants the money is the ONLY partner and hasn't executed the assignment agreement on behalf of the LLC to himself within two years, he can't collect either!)

Now, if there are creditors and they find out, they can go after the partner.
If that is the case, I seriously doubt the partner would sue you where it would all be public record and the creditors could come running after whatever he got from you. That would rather defeat the purpose of what it appears he is trying to do.

I would sit on that until the two years was up and see if he comes forward with a proper and legal demand for payment. I kind of doubt he will.