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Can a LLC that did work in 2007 and 2008 be sued today for breach of contract, fraud, unfair dealing, etc?

Anaheim, CA |

I was the co-owner of a small Utah LLC that did pre-construction work on projects in 2007 and 2008. The LLC was terminated and properly dissolved in January 2009. Can that LLC and / or I be sued today for breach of contract, unfair dealings, fraud, etc.?

Attorney Answers 4


  1. First, if this is a case that would be filed under California law, the breach of contract claim is based on when the breach occurred. What is it that was allegedly done? Of course, be cautious answering that on Avvo, in which the other side may be reading what you type and know it was you, if you get too specific or name parties. Where was the construction work performed? If in Utah, you should ask this question on Avvo so that the Utah attorneys who do construction cases will see it.

    Secondly, if you are sued for some of the other claims, they may involve a discovery rule, which can extend the statute of limitations period until the victim discovers or should have discovered the conduct that gave rise to the unlawful acts. If a victim does not know of the unfair dealings or fraud, how can he or she have filed a lawsuit to protect themselves? If you are sued, perhaps you can file a claim with the insurance carrier and they can assign a defense lawyer to you.

    Robert Stempler (please see DISCLAIMER below)
    www.StopCollectionLawsuits.com
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    NOTICE: The above statements are provided for general information purposes only and are not intended as legal advice or advice of any sort for a specific case or legal matter. If you do not have a signed attorney-client fee agreement with the Consumer Law Office of Robert Stempler, APC ("the Firm"), then until such written fee agreement is provided and signed by both a prospective client and attorney for a particular case, neither Mr. Stempler nor the Firm will represent you nor will they be your attorney in any matter and you remain responsible for retaining your own attorney and for compliance with any and all deadlines and for any statutes of limitations that may pertain to potential claims. Comments made on a public forum, such as Avvo.com, to not have any confidentiality because others may read them. If you desire a private consultation with Mr. Stempler that is confidential, please go to www.StopCollectionLawsuits.com and submit a free eCase Review. The result portrayed for a client was dependent on the facts of that case. Results will differ if based on different facts. The Firm and Mr. Stempler are a debt relief agency. The Firm and Mr. Stempler help people file for bankruptcy relief under the Bankruptcy Code.


  2. Look, the simple answer is yes, of course it is possible.

    You need to consult a lawyer in private and discuss all the facts, circumstances and any written agreement needs to be reviewed.

    Most of us here, including myself, offer a free phone consult. You can search for a lawyer on Avvo as well by going to the "find a lawyer" tab up top.

    Best regards,
    Frank
    Natoli-Lapin, LLC
    (see Disclaimer)

    The law firm of Natoli-Lapin, LLC (Home of Lantern Legal Services) offers our flat-rate legal services in the areas of business law and intellectual property to entrepreneurs, small-to-medium size businesses, independent inventors and artists across the nation and abroad. Feel free to call for a free phone consultation; your inquiries are always welcome: CONTACT: 866-871-8655 Support@LanternLegal.com DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.


  3. Your question covers it all the LLC and/or you under any possible legal theory! One can only generalize in response.
    Each "cause of action" has a separate statute of limitations.
    If the LLC was properly formed and maintained would impact the answer.
    How the assets and (known and contingent) liabilities were distributed could impact the answer.
    Rights of indemnification and insurance would add significance to any answer.

    The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.


  4. Yes, you can be sued. The real question is whether they can win. It is possible that some of the potential claims are barred by the applicable statutes of limitation. What time periods might apply depends on the nature of your work, whether there was a contract and other issues.
    For construction work in general, there are two additional statutes that usually apply. These are called statutes of repose but act like statutes of limitation. There is a four year statute for patent or visible defects and a ten year statute for latent or hidden defects.
    It is likely that if any of their issues involve patent defects, the lawsuit would be too late.
    They may still have claims for latent defects. You will need to meet with a construction attorney to determine what your liability might be. You should also make sure to hire an attorney if you get sued.

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