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  1. #1
    Join Date
    Jan 2017
    Posts
    2

    Default Suing a Contractor for Breach of Contract and Consumer Fraud

    Dear Sir,

    I've sued NJ CONTRACTORfor breach of contract and consumer fraud. And the CONTRACTOR filed a counter law suit in NJ court. Upon research, I found out the NJ Registered LLC of the CONTRACTOR has been revoked by NJ state due to non-filing annual reports and fees few years back. Questions are -

    1. Can the CONTRACTOR gets NJ court protection while revoked? Can they engage in counter claim with NJ court?
    2. Assuming the answers to question # 1 is NO, can the CONTRACTOR reinstate the business to continue his counter claim in CIVIL court of NJ?

    Your prompt response is greatly appreciated.

  2. #2
    Join Date
    Nov 2013
    Posts
    6,198

    Default Re: Breach of Contract and Consumer Fraud

    I will assume that you are suing Pro Se? How did you caption the complaint? Did you sue the LLC doing business under a trade name and also the owner of the LLC personally? Did you also check his contractor license status? There is a good chance that if his LLC has been revoked, then he no longer has a license to work as a contractor. Do you have a signed contract? I'm just looking for some additional information for the forum contract gurus to answer.

    The LLC registration was revoked. The LLC was not dissolved and for the purpose of the lawsuit, they can still maintain a cause of action in the NJ court. And even if the LLC was dissolved, it could still answer and counter sue.

    The charter was revoked for failure to file annual reports and submit the accompanying annual fee. In Asbestos Workers Local Union No. 32 v. Shaughnessy, 306 N.J. Super. 1, 2-4 (App. Div. 1997), we found that revocation of a corporate charter for failure to pay annual fees was not similar to revocation for failure to pay taxes. Asbestos Workers suggests that FGCC could enter into the settlement agreement and perform as a corporation even with revoked status because the minimal procedural failure was not detrimental to its corporate status.

    A dissolved corporation can continue its existence for the purpose of winding up its affairs by:

    (a) collecting its assets;

    (b) conveying for cash or upon deferred payments, with or without security, such of its assets as are not to be distributed in kind to its shareholders;

    (c) paying, satisfying and discharging its debts and other liabilities; and

    (d) doing all other acts required to liquidate its business and affairs.

    [N.J.S.A. 14A:12-9(1).]

    In addition, "the corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred." N.J.S.A. 14A:12-9(2)(e); see also Lancellotti v. Maryland Cas. Co., 260 N.J. Super. 579, 583 (App. Div. 1992) (stating a dissolved corporation is allowed to prosecute and defend law suits)
    http://scholar.google.com/scholar_ca...67682644464281

  3. #3
    Join Date
    Jan 2017
    Posts
    2

    Default Re: Breach of Contract and Consumer Fraud

    I will assume that you are suing Pro Se?
    Yes
    How did you caption the complaint?
    Yes - both LLC and Owner
    Did you also check his contractor license status?
    Home Improvement License is Active.
    Do you have a signed contract?
    Yes and the owner gave personal grantee to abide by the contract.

    The LLC was REVOKED two years ago but not dissolved. It was revoked before the termination of the contract so owner was and is doing business with REVOKED business. Business name is available for anyone to pick.

    I supposed rights for DISSOLVED LLC are different than REVOKED LLC. To DISSOLVE the LLC, they still have to REINSTATE IT FIRST from REVOKED status. Any article about right of REVOKED LLC?

    NJ 14A-4-5

    (5)In the event a domestic corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of incorporation of the corporation has been revoked and that all powers conferred by law upon it shall thereafter be inoperative and void. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of incorporation shall be revoked pursuant to this subsection if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports.

    (6)In the event a foreign corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of authority to do business of the corporation and the powers conferred by law upon it shall be revoked. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of authority shall be revoked pursuant to this paragraph if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports.

    (7)If the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation has been revoked by proclamation, the certificate shall be reinstated by proclamation of the State Treasurer upon: (a) payment by the corporation of all fees due to the State Treasurer, consisting of a reinstatement filing fee of $75.00, tax clearance filing fee of $20, current annual report fee, all delinquent annual report fees, and a reinstatement assessment of $200; and (b) certification of the Director of the Division of Taxation that no cause exists for revocation of the corporation's certificate of incorporation or certificate of authority pursuant to R.S.54:11-2. The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an assumed name. The State Treasurer shall provide the forms necessary to effect annual report reinstatements.

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