Legal Question in Business Law in Virginia

Re: LLC leasing space - non-LLC member lease signatory

Well, as often happens, there are many legal theories that might apply to your situation. However, the key hang-up is not coming up with a legal theory... The problem is making it stick. In other words, can you come forward with adequate evidence/proof to establish your case?

One thing that comes to mind is that the non-member who signed the lease was clearly acting as an agent on behalf of the LLC. As an agent, she has certain fiduciary duties to the LLC and cannot mis-use that position of trust. TO make such an agency relationship enforceable, it usually must have some compensation or benefit to the agent. Here, the income to her spouse would probably qualify to make it a binding agent-principal relationship.

However, as often happens, it would be awfully easy for the signer to simply deny everything. I doubt that you have any of this in writing. It isn't necessary, legally. But if the other person denies everything, then this becomes a problem of proof.

However, if you can get enough other witnesses to what happened, then perhaps you could force the signer to transfer the lease to the LLC as an agent of the LLC.

Don't overlook the fact that people may admit things after the fact. If you can get her to talk about what happened in front of a neutral witness, that neutral witness could testify to what she said, for example.

Re: LLC leasing space - non-LLC member lease signatory

I suggest that the LLC retain an attorney to review the lease and llc operating agreement, if any. Also, the landlord may need to approve any sublease of the space, and this may work in the LLC's favor.