Legal Question in Business Law in Georgia
I signed a contract for a T1 line with a telephone company as CEO of a company that I terminated over a year ago. I still own the building and have been still paying for the service. However, I now want to switch services. I did not sign a personal guarantee when I signed the contract. Because I signed the contract as CEO of a company that I terminated over a year ago, can they still hold me to the contract?
4 Answers from Attorneys
At the end of the day, I think what you are asking is this -- "I know I'm going to breach the contract with my current T1 company by switching mid-contract, but I want to know whether they can only go after my terminated company or whether they can go after me personally."
The answer depends on a few factors:
1) When you say you terminate the company over a year ago, how did you do so? Did you file articles of dissolution with the Georgia Secretary of State?
2) What type of company did you own? LLC, Corporation, or other?
3) How did you pay for the service both before AND after the termination of your company? In other words, did you pay with a company check/credit card before termination and then pay with your own personal check/credit card after the termination?
4.) If you were a corporation, how many shareholders did you have? If you were a LLC, how many members/managers did you have?
If you want to re-post with some additional information, I'll provide you with an answer. Otherwise, you can contact me at [email protected] to discuss in more detail.
Best of luck.******The above is for informational purposes only and does not create an attorney-client privilege.******
As a Franchise Attorney I can say the short answer is the following. As long as you did not personally guaranty the contract and followed all proper formalities in dissolving your company, they will have to sue the now defunct company if there's a breach. And that, will be very difficult. Consult with a good business or franchise attorney in your area for specific advice.
Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.
Franchise Foundations, a Professional Corporation
You received two good answers already. Let me add that since there is some risk of personal liability depending on a contract we have not seen, when you paid bills, and also whether you ever comingled corporate and personal funds, sit down with a lawyer before doing what you plan.
To add to what was already posted, if you improperly dissolved the company with outstanding debts, you could face personal liability for certifying to the Secretary of State that the debts and obligations of the company were satisfied when they actually were not.
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