Legal Question in Credit and Debt Law in California

If a Promissory Note is signed in a representative capacity by an LLC, but the wrong LLC name was used on the signature block, are the signors personally liable? The Note is ambiguous, in that one name was recited in the body of the Note but a altogther different name was used for the signature.

Asked on 8/02/09, 3:09 am

2 Answers from Attorneys

Larry L. Doan Law Office of Larry L. Doan

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Whether the LLC itself will be liable for the note or not is a matter of the person enforcing the note introducing evidence of the correct name, especially if it was only a clerical mistake. As far as the signors or owners of the LLC being personally liable for the LLC's debts, that would happen only if the LLC was simply a sham, a front for the owners, and corporate formalities were not observed.

Larry L. Doan, Esq.

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Answered on 8/08/09, 3:07 am

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