B2B, one business out of state

[Taxing Matters]

It sounds to me like this was a custom job rather than an off the rack kind of product. The amount for which you may sue will depend a lot on whether you have already (1) ordered and paid for the materials for the job and (2) how much, if any, of the work was completed. You won't win the full contract price in the lawsuit if you didn't have to expend the money and effort that completing the contract job would have required. That would give you more than you would have had in profit had the contract been completed as set out in your agreement. Before you get set on suing, you need to first determine what amount you realistically might be able to win as damages in the lawsuit. Also, how is your business organized? Are you operating a sole proprietorship business or do you operate the business through a LLC or corporation? That may affect your options, too.

 

[quincy]

It sounds to me like this was a custom job rather than an off the rack kind of product. The amount for which you may sue will depend a lot on whether you have already (1) ordered and paid for the materials for the job and (2) how much, if any, of the work was completed. You won't win the full contract price in the lawsuit if you didn't have to expend the money and effort that completing the contract job would have required. That would give you more than you would have had in profit had the contract been completed as set out in your agreement. Before you get set on suing, you need to first determine what amount you realistically might be able to win as damages in the lawsuit. Also, how is your business organized? Are you operating a sole proprietorship business or do you operate the business through a LLC or corporation? That may affect your options, too.

The order was already completed.

 

[WorkingStiff]

I don't know who the responsible party is. However, as I wrote in my initial response in this thread, an "office" is not a legal entity. You said you exchanged emails with someone. I assume the person with whom you exchanged the emails is/was an employee of some corporation and was acting in his/her capacity as an employee of that corporation. If that's correct, then the corporation is the appropriate target of a lawsuit.

Thanks Zddoodah. Pardon my ignorance...I was referring to the corporation when I stated corporate office. It looks like the Registered Agent is the same location where I went to get measurements. I appreciate all of your help/advice.


A "registered agent" is a person or entity who is designated by a corporation (or limited liability company - LLC) to receive service of legal process on behalf of the corporation. If the registered agent is located at the location in your area, then that's where any lawsuit you might filed should be served. Whether the registered agent is also a person who can assist with getting you paid is impossible for anyone here to know. Keep in mind that, sometimes, a corporation's registered agent is another corporation that is in business solely to serve as registered agent for other corporations and LLCs (although it doesn't sound like that's the case here). In other words, the registered agent may or may not have any authority beyond serving as registered agent.

 

[Taxing Matters]

It looks like the Registered Agent is the same location where I went to get measurements.

If that was for the Colorado location then you'd be able to sue in Colorado small claims court. If your business is organized as a LLC or corporation then you'll need to make sure you prepare the complaint with the LLC or corporation as the plaintiff. You'd serve the summons and complaint on the registered agent in Colorado. The problem, as Zddoodah pointed out earlier, is that if the defendant has no assets in Colorado you have to take additional steps to collect, and the costs to do it may be more than you'd get from the judgment. You'd have to find out where the defendant has assets, domesticate the judgment in that state, and then follow the required process in that state to attach whatever kind of asset you are trying to reach.

 

[quincy]

Colorado small claims:
https://www.courts.state.co.us/Self_Help/smallclaims/

https://www.courts.state.co.us/Forms/PDF/JDF248.pdf

 

[WorkingStiff]

The order was already completed.

Quincy,

I have paid in full the amount for the material to be printed. The only thing that would need to be adjusted is the installation pricing. They made an "offer" to split my actual cost that I paid. So basically they wanted me to pay half of my costs and still install their window. I was not willing to pay for the honor of installing one of their windows. I went back to them where I offered to take off about $700 and never heard back from them.

 

[WorkingStiff]

If that was for the Colorado location then you'd be able to sue in Colorado small claims court. If your business is organized as a LLC or corporation then you'll need to make sure you prepare the complaint with the LLC or corporation as the plaintiff. You'd serve the summons and complaint on the registered agent in Colorado. The problem, as Zddoodah pointed out earlier, is that if the defendant has no assets in Colorado you have to take additional steps to collect, and the costs to do it may be more than you'd get from the judgment. You'd have to find out where the defendant has assets, domesticate the judgment in that state, and then follow the required process in that state to attach whatever kind of asset you are trying to reach.

Thanks Taxing Matters. We are setup as a C-Corp. I'll be looking into getting info together for a civil suit in Colorado. Appreciate the feedback.

 

[Taxing Matters]

We are setup as a C-Corp. I'll be looking into getting info together for a civil suit in Colorado.

The terms "C-corporation" and "S-Corporation" are federal tax terms, referring to how the business entity is taxed: a C corporation is taxed under the rules of Subchapter C of the Internal Revenue Code (IRC) and a "S-corporation" is an entity that is taxed under Subchapter S of the IRC. All corporations formed in the state are simply corporations under state business entity law and are taxed as a C-corporation under federal and state tax laws unless it elects to be taxed as a S-corporation instead.

Under the Treasury entity classification regulations (known in the IRS and the tax community as the "check the box" regulations), every business business entity that Colorado offers — general partnership, LLC, LP, LLP, and LLLP start out taxed under the IRC as a partnership (except that LLC with just one member is treated as a sole proprietorship of the member/owner) but all of them may elect to instead be taxed as a C-corporation or, if they otherwise qualify, as an S-corporation. This arrangement lets owners set up the type of entity with the state that makes the most sense for the business they plan to do while allowing them to pick the tax treatment they want. This allows a lot more flexibility than the pre 1997 rules that dictated the tax treatment depending on what the entity was under state law.

It's important that business owners understand the distinction between their tax classification and their entity under state business entity laws. For example, when the business files a lawsuit against someone else, it is how the entity is registered with the state secretary of state that matters, not the tax classification. So a LLC taxed as a C-corporation, for example, will name itself in its complaint as [Business name], LLC rather than referring to it as a C-corporation. Only the IRS and the Colorado Department of Revenue (CDOR) care about the terms "C-corporation" and "S-corporation". And even when suing the IRS or CDOR, the business will put their name in the complaint as plaintiff how the business is organized under state business entity law because the courts don't recognize the tax classification.

 

[quincy]

Quincy,

I have paid in full the amount for the material to be printed. The only thing that would need to be adjusted is the installation pricing. They made an "offer" to split my actual cost that I paid. So basically they wanted me to pay half of my costs and still install their window. I was not willing to pay for the honor of installing one of their windows. I went back to them where I offered to take off about $700 and never heard back from them.

Thanks for clarifying.