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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.?

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Attorney answers 4


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.

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The allegations were made public in early 2009 regarding breach of contract, unpaid subcontractors and over billing.



They sent a number of emails and threatened legal action in 2009. They never filed. They have learned that I have just sold a property and enjoyed a significant gain on the sale and have stated that they are going to file against the old LLC to get a judgment against the LLC and then me so they can attach the cash from the recent sale and even suggested filing an interpleader action


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.

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Natoli-Lapin, LLC
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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 terms and conditions item 9, incorporated as if it was reprinted here.


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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