(Michigan) Multiple company names - which one to list on lawsuit?

[ezbreezy123z]

Hello,

I'm preparing to go to small claims court, but after looking up the company's information in the LARA database, I'm not sure which name to use for the defendant. For example, let's say:

*The company's name in the Articles of Organization is 123, LLC.
*However, 2 years ago they filed a Certificate of Assumed Name ("under which business is to be transacted"), which is now ABC. No LLC listed at the end.

So would I list the defendant as:

1. 123, LLC
2. ABC (no LLC listed at the end, per the Certificate of Assumed Name)
3. Both names ("123, LLC a.k.a. ABC")
4. Something else?

I'd appreciate any help. Thank you in advance!

 

[Zigner]

Generally, you'd probably want to name them both.
For specifics, you will want to consult with an attorney.

 

[adjusterjack]

Also name the LLC members as individuals.

Study up on piercing the LLC veil.

piercing the llc veil at DuckDuckGo

 

[Taxing Matters]

*The company's name in the Articles of Organization is 123, LLC.
*However, 2 years ago they filed a Certificate of Assumed Name ("under which business is to be transacted"), which is now ABC. No LLC listed at the end.

That depends on the common practice in your state, which you did not mention. However, given the facts above generally it's likely to be either "123 LLC trading as ABC" or "123 LLC doing business as ABC." Both of them indicate the same thing: a business entity that operates under a trade name (what some states call an assumed name). The trade/assumed name is not the entity that you did business with; it is just a name the business uses to conduct some or all of its business. So listing the defendant one of the two ways I provided should cover you. Particularly in small claims court, it may not be that important which one of the two you use. You might want to look at other cases in your local courts where the complaints were prepared by attorneys in cases where the business entity uses a trade name to see what the common practice is.

Also name the LLC members as individuals.

Do that only if you have at least some evidence in the case that one or more of the individuals are somehow liable. So far there are no facts suggesting that. The individuals would be liable if they personally guaranteed the LLC's contract or there is a case for piercing the corporate veil, as you mentioned. The latter is not often as easy to prove as some people think. There are also other, less common reasons why the individuals might be liable, but what whatever legal theory you use to go after the individuals you need some evidence to back it up. Otherwise it's just a frivolous claim.

 

[adjusterjack]

Do that only if you have at least some evidence in the case that one or more of the individuals are somehow liable. So far there are no facts suggesting that. The individuals would be liable if they personally guaranteed the LLC's contract or there is a case for piercing the corporate veil, as you mentioned. The latter is not often as easy to prove as some people think. There are also other, less common reasons why the individuals might be liable, but what whatever legal theory you use to go after the individuals you need some evidence to back it up. Otherwise it's just a frivolous claim.

Hence the admonition to "study up."

 

[zddoodah]

With no more information than you've provided: "Organization is 123, LLC, doing business as ABC" (you could use "dba" in place of "doing business as").

Also name the LLC members as individuals.

There is nothing in the original post to support this advice.

 

[adjusterjack]

There is nothing in the original post to support this advice.

Again, the admonition to "study up."

 

[quincy]

That depends on the common practice in your state, which you did not mention. However, given the facts above generally it's likely to be either "123 LLC trading as ABC" or "123 LLC doing business as ABC." Both of them indicate the same thing: a business entity that operates under a trade name (what some states call an assumed name). The trade/assumed name is not the entity that you did business with; it is just a name the business uses to conduct some or all of its business. So listing the defendant one of the two ways I provided should cover you. Particularly in small claims court, it may not be that important which one of the two you use. You might want to look at other cases in your local courts where the complaints were prepared by attorneys in cases where the business entity uses a trade name to see what the common practice is.



Do that only if you have at least some evidence in the case that one or more of the individuals are somehow liable. So far there are no facts suggesting that. The individuals would be liable if they personally guaranteed the LLC's contract or there is a case for piercing the corporate veil, as you mentioned. The latter is not often as easy to prove as some people think. There are also other, less common reasons why the individuals might be liable, but what whatever legal theory you use to go after the individuals you need some evidence to back it up. Otherwise it's just a frivolous claim.

The state is Michigan. It’s mentioned in the title of the thread.

 

[Zigner]

The state is Michigan. It’s mentioned in the title of the thread.

It wasn't initially listed there - perhaps that's why it's in parentheses now. I had to look up "LARA" to find the state.

 

[Taxing Matters]

Hence the admonition to "study up."

Always a good thing to do when contemplating going to court on your own.

 

[zddoodah]

Again, the admonition to "study up."

The vague admonition doesn't excuse your unequivocal directive: "Also name the LLC members as individuals." Not everyone who is suing an LLC should "[a]lso name the LLC members as individuals." In fact, it's probably inappropriate to do that in 98+% of suits against LLCs. With no facts in the original post to warrant consideration of alter ego liability, it wasn't even worth mentioning.

 

[quincy]

It wasn't initially listed there - perhaps that's why it's in parentheses now. I had to look up "LARA" to find the state.

Ahh. I know sometimes people here don’t read the thread titles. I thought this was one of those times.

“LARA” was a good clue to the state name, too.

 

[ezbreezy123z]

Hello, and thank you all for responding!

1. I posted the state (Michigan) in the original title, but was debating if I should've mentioned it in the actual post too. I'll remember to post it in both places in the future. Sorry for the confusion!

2. @Taxing Matters: I think I should mention that the company was going by the assumed name when all of this happened. It was on their website, emails, etc. I only had direct contact and "paper trails" with the assumed name (all emails are from [email protected], instead of [email protected]). So should I only list the assumed name, so it matches my paper trail...or would I still list both names since both names are legally registered and connected in Michigan?

2. @adjusterjack: from the research I did, it seemed like one purpose of creating an LLC is so the owner/manager would NOT be held directly "liable" if things go wrong. So that's why I didn't consider directly naming them as a defendant. But...the owner was the person I directly spoke to while dealing with the company. Does that change things at all? So should I now list the defendant as 123, LLC d.b.a. ABC and Jane Doe?

 

[quincy]

Hello, and thank you all for responding!

1. I posted the state (Michigan) in the original title, but was debating if I should've mentioned it in the actual post too. I'll remember to post it in both places in the future. Sorry for the confusion!

2. @Taxing Matters: I think I should mention that the company was going by the assumed name when all of this happened. It was on their website, emails, etc. I only had direct contact and "paper trails" with the assumed name (all emails are from [email protected], instead of [email protected]). So should I only list the assumed name, so it matches my paper trail...or would I still list both names since both names are legally registered and connected in Michigan?

2. @adjusterjack: from the research I did, it seemed like one purpose of creating an LLC is so the owner/manager would NOT be held directly "liable" if things go wrong. So that's why I didn't consider directly naming them as a defendant. But...the owner was the person I directly spoke to while dealing with the company. Does that change things at all? So should I now list the defendant as 123, LLC d.b.a. ABC and Jane Doe?

You probably can expect your defendants to move any small claims filing to the general civil division of the district court, if they are having an attorney represent them.

 

[Taxing Matters]

So should I only list the assumed name, so it matches my paper trail...or would I still list both names since both names are legally registered and connected in Michigan?

The safer approach is doing what I suggested before, which includes both.

...from the research I did, it seemed like one purpose of creating an LLC is so the owner/manager would NOT be held directly "liable" if things go wrong. So that's why I didn't consider directly naming them as a defendant. But...the owner was the person I directly spoke to while dealing with the company. Does that change things at all? So should I now list the defendant as 123, LLC d.b.a. ABC and Jane Doe?

You are correct, the purpose of the LLC is to shield the owner(s) from personal responsibilty for the debts of the LLC. So in general, when you deal with a LLC, it is only the LLC that you sue. You would only include the individuals if you had some circumstance that would also make them liable, e.g. a personal guarantee, all the elements for piercing the corporate veil exist, etc.