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  1. #1
    Join Date
    Aug 2012
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    9

    Default Is it Fraud to Use a Former Corporation's Name on a Contract

    My question involves business law in the state of: Florida

    Hello!

    I went back to read my wife's signed contract and got quite a surprise!

    The timeline:

    1. on 4/1/10, Halifax Media Holdings (HMH) started publishing the 'News-Journal' (the paper). I think HMH bought the assets of the former company from a receiver appointed by the court to settle a lawsuit.
    2. on 4/1/10, the same day, New-Journal Corporation (NJC) changed it name to NJWU Corporation.
    3. ON 8/6/10, FOUR MONTH LATER, MY WIFE SIGNED A CONTRACT ENTITLED 'NEWS-JOURNAL CORPORATION SINGLE COPY INDEPENDENT CONTRACTOR AGREEMENT' !! This contract was signed, on a space saying 'News-Journal Corporation by:' by a Manager of HMH and witnessed by two other employees of HMH, including a second Manager. She worked for them from 8/6/10 until she ended her contract on 6/30/12.
    4. on 4/12/11, NJWU Corporation, the former NJC, was dissolved administratively!

    Needless to say I, we, were shocked.

    She is part of the Walmart shortage/theft issue mentioned in a posting in Independent Contractors Forum on 8/30/12 at @5:56 pm.

    We were going to sue News-Journal Corporation; clearly we can not sue NJC since it no longer exists. We have no written contract with Halifax Media Holdings, the current publisher. Just a contract sign by three employees of HMH purporting to be News-Journal Corporation.

    Questions:

    1. What do you think of this?
    2. Can my wife charge the three employees with fraud? I think this a felony in Florida, with civil remedies for three times the amount any loss, in our case $8900.
    3. Since my wife does not have a signed agreement to work as an Independent Contractor for HMH, but has clearly worked for HMH for @ 2 years, can she sue HMH as an employee whom has no been paid?

    Thanks in advance for your attention to this matter!!
    Meditech

  2. #2
    Join Date
    Sep 2010
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    19,901

    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud

    Keep it all in the same thread, please.

    You can't charge anybody with fraud. Only the state can bring criminal charges.

    Your question #3 makes no sense. If she is owed money under the contract, she can sue. She doesn't have to invent some spurious employment story to do that. Further, the lack of a written contract doesn't suddenly make a contractor into an employee. Employee status comes from the nature of the relationship between the two parties. The only time an employee status really helps is that they have priority over many other types of debt in a bankruptcy, but none of that would seem to apply here.

  3. #3
    Join Date
    Aug 2012
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    9

    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud

    Thanks for your feedback.
    I know she can not charge anybody with fraud; however, do you think that someone in the DA office should charge them with fraud?
    How can she sue when the company, News-Journal Corporation, does not exist? We have no contract with Halifax Media Holdings, the current publisher.
    Thank again for your time and effort!
    Meditech

  4. #4
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    Sep 2005
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    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud

    Being acquired doesn't make a corporation disappear. It may well be or have been operated as a subsidiary.

    To the extent that they pulled an old contract out of a drawer and may not have noticed that it hadn't been updated to a new corporate name, if the name actually changed, minor clerical errors are in no way, shape or form a "fraud".

  5. #5
    Join Date
    Aug 2012
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    9

    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud

    Thanks for you feedback!

    This is in not way just a minor clerical error.

    News-Journal Corporation was involved in a lawsuit, they lost, and they were put into Receivership by the Federal Court.Their assets were then sold, purchased by Halifax Media Holdings, whom then began publishing the paper on 4/1/10. The News-Journal Corporation named was change the same day by the Receiver. These dealings, i.e. the name change, new ownership, etc., were not visible to us until now.

    Four month after Halifax took over is a long time for them to realize that they needed contracts in their own name! This can not be charged off to minor clerical errors. If they can not get their own name correct on a contract, why bother writing thee contract in the first place??

    So now I guess that we are left having to defend our statement of claims of breach of contract with a Plaintiff whom can argue that we have no contract with them. Sound like a good way to get thrown out of court.

  6. #6
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    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud

    Can you read? I'll repeat myself, just in case: To the extent that they pulled an old contract out of a drawer and may not have noticed that it hadn't been updated to a new corporate name, if the name actually changed, minor clerical errors are in no way, shape or form a "fraud".

    You may think that a trivial oversight has massive significance, and you are free to sue and try to convince a court of that (assuming you can articulate a cause of action and damages); I just don't expect you to succeed with doing anything more than wasting time and money.

  7. #7
    Join Date
    Jul 2007
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    Florida
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    2,344

    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud

    What exactly are you saying they did to your wife? Do you know whether they were a successor in interest for the company named on the agreement? What is it you want to sue them for? In what way did they defraud your wife? Has she not been paid for her services, or what? I've read the entire thread twice and other than you problem with the name on the agreement, I don't know what you're talking about.

  8. #8
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    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud


  9. #9
    Join Date
    Aug 2012
    Posts
    9

    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud

    Thank you, Bubba Jimmy, for your feedback! I know it take time and effort. It is appreciated!

    Here is what they have done:

    1. Overcharged us of papers @ $3,700.
    2. Overcharged us for rack rentals @ $1,400.
    3. Did not pay for discounts @ $4,300.
    4. Did not charge us the correct wholesale rate for two years @ $61,000.
    5. The loss of @$9,700 generated by the difference between what we put into Walmart and what they paid for using their scan-based system.

    ALL of these are compromised by the facts stated in the original thread.

    Again, many thanks for your feedback!

    Meditech

    - - - Updated - - -

    To Mr Knowitall:

    Thank you for your feedback!

    Some thoughts;

    1. I can read.
    2. Tizzy?

    Thanks again for your help!

    Meditech

  10. #10

    Default Re: Signed a Contract with a Corporation That No Longer Existed; Was It Fraud

    Get a lawyer for this one. That company may or may not have tried to pull a fast one, but since you posted this issue here, you obviously have no idea, but a lawyer would.

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