Legal Question in Consumer Law in California

Does an LLP, now dissolved, which was set up strictly to sell assets of a deceased esate, who misrepresents the age or value of the goods sold, have any liabilty to the buyer after dissolution? Or can the buyer recover from the beneficiaries of the estate who received the payments for the goods?

The LLP sold me an artifact on the Trocadero website in 2006 advertising it as being 500+ years old but experts have since told me it is only a recent reproduction, and valued at a mere fraction of what I paid for it.


Asked on 3/13/13, 9:04 am

1 Answer from Attorneys

As with a dissolved corporation, if there are assets of the business entity after dissolution and winding up that are distributed to the owners, it is possible to still sue the business entity and seek recovery on the judgment from the owners who received the assets, but only up to the value of the assets they received. In most LLC dissolutions there is only a small pay-out to the owners at the end, making it not worth it. If the LLC was only created to receive the assets of an estate and then sell them and distribute the resulting cash, however, there may well have been enough distributed to the owners to make it worth while - IF you can prove the fraud and IF you can deal with the statute of limitations issues. I see you are in Sonoma County. would be happy to give you a consultation in my San Francisco office or Oakland conference facility if you would like to go over the details of your case.

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Answered on 3/13/13, 10:43 am


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