Legal Question in Business Law in Oregon

If you signed only as the owner of the LLC, then your personal liability for company debt depends upon the laws governing LLCs in your state. In Oregon, the debts, obligations and liabilities of an LLC, whether arising in contract or tort, are solely the debts, obligations and liabilities of the LLC. ORS 63.165(1). But personal liability is not wholly eliminated. A member or shareholder of an LLC who actively engages in �improper conduct� or �moral culpability� will be personally liable for her debt, liability or obligation. Handam vs. Wilsonville Holiday Partners, LLC, 221 Or App 493, 497 (2007).

As for the half-signed contract, check to see whether the contract has a "counterparts" clause, which makes the contract complete even if each party only signs its own original or copy of the contract. Even if there is no counterparts clause, a court could find that both parties are bound to the half-signed contract, because it is the best description of the agreement they intended to make. Most contracts do not need to be in writing in order to be valid, and the half-signed contract would be good evidence of the agreement that the parties intended to perform, if indeed the parties have been exchanging services and money in a way that indicates both thought that the half-signed contract was binding upon them.