There is a company which owes me a large amount of money, over 1/2 million dollars in back and future rent under their lease. I believe this company has set up and is operating under an alter Ego to escape the money they owe me.
The new company has the same CEO as the old company that owes me money. In fact, 99% of their employees worked for the previous company. The business is identical. They also moved all of their good FF&E to the new location and open their doors the same week as the other company closed its doors.
They had a moving truck taking all the equipment from their previous company into their New company address( I am the landlord in the previous building). They even took the website of the old company and just substituted a new name while using the same pictures, layout, wording, marketing,etc... The reviews on Yelp look like the new company took over the old company's account and some reviews even mention the old company by name on reviews for the new company.
The list goes on and on about how they are exact the same company with a new name.
It sounds like a fraudulent conveyance or other fraud on creditors. I am changing the Practice Area so that your question might be answered by Debt Collection Attorneys.
The foregoing discussion does not establish an attorney-client relationship, is qualified by the limited facts presented above, and should not be relied upon as legal advice. To obtain definitive legal advice upon which one can rely necessitates retaining an attorney who is qualified in this particular area of the law.
From the facts you have presented here, it does look like there is a strong basis to enforce the lease against this new entity and to potentially recover damages from it under a successor liability theory. Generally, a "purchaser" of a business does not assume the liabilities of its selling predecessor, unless 1) the successor expressly or impliedly assumes obligations of the predecessor, 2) the transaction is a de facto merger, 3) the succesor is a mere continuation of the predecessor, or 4) the transaction is a fraudulent effort to avoid the liabilities of the predecessor. Seeking enforcement of your lease against this new entity can get complicated in practice, and it is very important to seek adequate representation to assist in pursuing an action against them.
Responses provided represent casual opinions without the benefit of extensive research and cannot be relied upon in any way or manner as legal advice. No communication here is intended to establish an attorney-client relationship. No advice should be relied on without consulting with a local attorney.
You already know it's called an "alter ego". Maybe you already know that you can take action. I normally expect someone claiming to be owed 1/2 million to have spoken to a lawyer long ago. Same CEO and employees are a small factor. Same business can also be a small factor. But, the transfer of assets from an old business to a new business with those other factors definitely sounds like an alter ego scenario. Websites are also a type of property, and give a similar character. You owe it to yourself to seek legal counsel immediately and file action. Best wishes.
The law is complicated and although the facts expressed may seem to be all that is relevant, there may be many other important facts to consider. Also, the law is constantly undergoing change, so what may be correct today, may not be accurate tomorrow. Only a full consultation with an attorney experienced or knowledgeable in the specific legal subject matter is likely to result in the optimal course of action.
and all that is why you actually hire a lawyer, though it may be at some expense, to obtain a judgment against them and try to collect it .....it may involve "piercing the veil" of the first corporation which is VERY difficult - but may be worth your investment given the amount you described. You also need to retain a commercial landlord attorney to help you better protect yourself in the future as you should have had peersonal guarantees and leins on the assets of the business to secure the lease.
Responses provided represent entirely un-researched, casual opinions and cannot be relied upon in any way or manner as legal advice. No communication here is intended to establish an attorney-client relationship.
This has all the indicia of a fraudulent transfer/alter ego situation. You will likely have no trouble finding qualified counsel to represent your interests in righting this wrong. Good luck to you.
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