Can I sue the agent of an LLC?

[cesar710]

What is the name of your state (only U.S. law)? nevada

We sold flooring goods to an LLC, we got paid for a few invoices but soon after they stopped making payments, now we're trying to collect this money and want to file an small claim, we know who the owner of the LLC is, he was always the one responsible for making orders, payments and so on, right after he stopped making payments they move out of the office they were, we were able to find their new place but so far haven't been able to contact this guy, recently we found his girlfriend address and sent him a certified mail collection letter, they received it and now we have proof that we have requested payment. This guy is tricky he's got another business and his name pops up with different addresses and business when we google his name and we know is him, we have actually his PO Box but we know that to serve a person this is not allowed, so could anybody tell me what would be the best way to approach this case? Appreciate your help.What is the name of your state (only U.S. law)?What is the name of your state (only U.S. law)?

 

[latigo]

The caption to your post reads “Can I sue the agent of an LLC?”

So I gather that you are claiming that this “guy” you’ve been chasing around is that agent and you want to know if he is personally responsible for the debt owed you by the LLC.

And the answer is NO. Not unless he guaranteed it in writing before the debt was incurred.

The reason is that you knew at the time, and now acknowledge that he was acting on behalf of the LLC and not in his individual capacity. You delivered the goods to the LLC, billed the LLC and received partial payment from the LLC.

Consequently there is no way you can claim that he was not acting as agent for the LLC. And an agent is not personally liable for the debts of his disclosed principal.

A principal can be held liable for the actions of its agent under the doctrine of respondeat superior *, but it doesn’t work the other way around. That is basic agency law.

Moreover, as a member of the LLC (even if he were the only member) he is not personally responsible for the debts of the LLC.

No more than under normal circumstances is a stockholder or an officer or director of a corporation is personally liable to company creditors.

(There are certain circumstances whereby a creditor can skirt around the protection otherwise afforded by these legal entities -corporations and LLCs - and reach individuals, but they are complicated and it would cost you more to discover whether they fit here than it would be worth.)

[*] Literally meaning, “let the superior answer.”