Author Question: Foreign Limited Liability Companies. Page, Scrantom, Sprouse, Tucker & Ford, a Georgia law firm, ... (Read 92 times)

Capo · **on:** Jun 24, 2018

Foreign Limited Liability Companies. Page, Scrantom, Sprouse, Tucker & Ford, a Georgia law firm, entered into a lease of office equipment in Georgia. The lessor assigned the lease to Danka Funding Co (DFC), a New York limited liability company (LLC) with its principal place of business in New Jersey. DFC was registered as a foreign LLC in New Jersey for almost two years before the registration lapsed or was withdrawn. Under the applicable statute, a foreign LLC may not maintain any action . . . in this State until it has registered. When Page defaulted on the lease, DFC filed a complaint in a New Jersey state court against Page for more than 100,000. In its response, Page pointed out that DFC was not registered as a foreign LLC. DFC reregistered. Asserting that DFC had not been registered when it filed its suit, Page asked a federal district court to dismiss the suit. Should the court grant this request? Why or why not?

Question 2

In Bearden v. Wardley Corp, where real estate agent Gritton cheated Bearden on a house deal, the court held that his employer, Wardley, was liable for his actions because it failed to monitor Gritton's improper actions sufficiently.
a. True
b. False
Indicate whether the statement is true or false

mathjasmine · **Reply #1 on:** Jun 24, 2018

Answer to Question 1

Foreign limited liability companies
The court denied Page's motion to dismiss the case. The court acknowledged that defen-dant's conclusion is reasonable from a casual reading of the statute, but it is not the law in New Jersey. Time and time again, New Jersey courts have reiterated their understanding that a company's failure to register before filing does not require dismissal so long as the company corrects the deficiency and files during the proceedings. These cases appear equally applicable to the limited liability company statute. The court emphasized that DFC had reregistered during the course of the proceedings and that the specific language of the statute only forbids maintaining' an action, not the commencement of one. Most states interpreting similar statutes have held that the word maintain does not block the commencement of a suit, but only the maintaining of one when a business entity fails to comply with the requirements of the statute.

Answer to Question 2

TRUE