Legal Question in Business Law in New Jersey

closed corporation

My husband had is own corporation that we dissolved for we couldnt keep up with the expenses we owed a company over 25,000 and they have sent us a judgement for the corporation as well as one for my husband (he was the president) nad one for me (i was not listed on the company) It has been almost 2 years now and the company has been legal and properly dissolved. We had to go to arburation this week and my lawyer told me that we won 100% the corporation (due to the fact that is has been dissolved) has been dismissed and they didnt find us in fault. My lawyer says that they other side will appeal this answer and we should prepare for trial. From what I have told you do you feel that we will win at trial that is if they appeal it. What is the benefit for the otherside to appeal it, what would their attorney possible say to go with it. We didnt sign any personnel guarnette of the debt and that is what they stated at arbuation. Also when my lawyer questioned him he stated that I guarnetee the payment but he couldnt recall the conversation. Any advice you can give me I thank you


Asked on 12/11/03, 9:14 am

2 Answers from Attorneys
Norman Nadel Norman Nadel, Esq.

Re: closed corporation

Generally a guarantee has to be in writing and signed by the guarantor.

As I see it, the plaintiff has an up hill if not impossible struggle if there is no signed writing.

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Answered on 12/11/03, 10:52 am
Walter LeVine Walter D. LeVine, Esq.

Re: closed corporation

If there was no personal guaranty issued by you and/or your husband, there should be no personal liability. However, if the corporation had assets when it was dissolved and these assets were kept by either of you, you could lose under the theory of transferee liability. There could also be a claim that the corproation was "thinly" capitalized (meaning it was created initially with insufficient assets to conduct its business, so that it was doomed for failure from the inception). This could possibly create personal liability if found to be true. I do not know on what basis the original judgment was obtained, or what happened at the hearing the first time (on what basis the judge made his decision of no liability), so a more accurate answer cannot be given. More facts are needed.

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Answered on 12/11/03, 11:12 am


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