Legal Question in Credit and Debt Law in North Carolina
I sold the assets to my company on May 2. It is an S corp. I have not shut down the corporation name yet. I had a copier lease that had 3 months left on the contract. There was no personal guarantee signed. The company that leases the copier wants full payment and return of the copier. I don't want to pay it and neither does the current owner. All I want is for the leasing company to get the machine and be done with it. What recourse against me does the leasing company have?
1 Answer from Attorneys
Read the contract and see what it says about early termination. If you signed no personal guarantees and signed the contract on behalf of the company (check the contract to see how you signed), then the copier company can sue the old corporation. Technically, if the corporation is defunct, then the debt will just be there.
If it is ambiguous as to how you signed or if you were the only shareholder or if there are other possible issues, they may seek to impose personal liability on you anyway.
The other issue concerns the new company that bought the assets. Is there an agreement? What, if anything, does the agreement say about liabilities?
I have not researched this issue lately, but it may depend on whether the new company just bought some assets or substantially all the assets.
What I would do is return the copier and then try to negotiate with the copier company over the remaining 3 months. You want this resolved, not hanging over your head for the next 3 years if you can swing it financially.
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