Bad employers and closed companies: a perspective from the other side

I’m putting this in the Pit assuming that there’ll be bad language at some point.

Here’s the story: I was co-owner of a business that closed a few months ago. Before the financial collapse, things were going OK, never great. But we got a big project from a client, had a plan laid out for payments from him and were ready to go. We just needed to have him sign the contract.

To do the work, we needed employees, so we started interviewing. My business partners were enthusiastic about this part, but I was a little reluctant. We didn’t have the client’s signature yet, and nothing was 100% certain. But, let’s get things lined up so we’re ready, I reasoned.

The client started getting a little twitchy around September. He was nervous about money, his investments weren’t doing well. He was starting to act like it was time to put on the brakes. I talked with my partners about holding off on hiring anyone till we knew which way he was going to go. They disagreed, and I was outvoted. They started placing call and making job offers.

We all know what happened last fall. Our client strung us along for a few weeks, but ended up dumping us. We suddenly had employees we couldn’t pay. We scrounged up money for one payroll, but then we were stuck. We tried to get loans, we dipped into personal funds, but…you can guess the outcome.

We should have laid everyone off at that point, but we were trying to bring in new clients and needed people to work on them. Most of our new hires quit, along with one of the partners. We kept track of how much everyone was owed and paid them whenever money came in.

There was less and less of it, until it finally became obvious that we couldn’t keep going. We closed and starting working on selling off the assets.

The remaining partner couldn’t deal with it and went underground. Changed his phone number, cut off contact with anyone but me. I fielded calls and emails from employees, trying to do the right thing by talking with them. They attempted personal lawsuits (the partner who quit even tried to get a class action suit started against us personally), they called/emailed our lawyer and ran up huge bills with him.

We made a few thousand dollars selling the company assets, but by then the legal bills had eaten up all of it. (Unless they had a lien from the Dept of Labor, money was supposed to go toward closing expenses first, according to our attorney.)

One small claims suit went so far as to cause me to appear in court. The judge dismissed it since the company was an LLC.

And now they’ve finally done things the right way, and gone through the Dept of Labor to get a lien against the company assets. Unfortunately, it’s now too late and there’s nothing left to give to them.

We look like the bad guys–scummy employers who screwed their employees and then closed down. I’m avidly pro-labor and would probably see it exactly that way if I didn’t know the situation. I wish there were money to give them. I wish I had the money to pay them personally. And I wish they all knew that I was always on their side–and still am. I wish it had all gone very differently.

So there it is. Let 'er rip.

That pretty much sucks for everyone involved.

Sell your house and pay them what they’re entitled to?

They aren’t entitled to her personal assets. LLCs limit the liabilities of the partners for the debts and liabilities of the company. That’s why they exist.

We can argue about whether corporations or LLCs should exist, but they do.

Um, there’s a substantial body of caselaw that suggests you don’t know what you’re talking about. Undercapitalization of a business entity is a good way to have your corporate veil pierced.

We owe more on our house than it’s worth. I wasn’t rich by any means when I got involved with the company, and because I wasn’t collecting pay when things went bad, we’re on the verge of bankruptcy.

Then it should go to court and not get thrown out, and it should be everyone involved, not just the one who didn’t run away.

If she loses in court, fair enough. But saying, “Just sell everything and give it to them!” is not reasonable to me.

Piercing is not a given - that’s why lawyer bills were racked up. I didn’t suggest that the veil ought to be pierced, rather i took umbrage with your incorrect statement on the nature of corporate liability.

Again, your opinions are painfully at odds with what modern jurisprudence suggests for an analysis. Joint and Several liability, look it up.

sure, but she wasn’t discussing the dispensing of the corporate identity. you’re the one who brought it up, and failed spectacularly in your recitations.

Fudgie, missed the edit window:
In the little reading I’ve done on LLCs, I thought the it took a LOT to pierce the veil, and pretty much had to be “This person was evil and eating babies.” Not true? (Save your “ums” if you don’t mind.)

It’s a totality of the circumstances kind of thing.

Okay. No idea why you’re being quite so hostile but wow. Okay.

Well when you go and post bald assertions about corporate law that seem like they came from “Creating your own LLCs for Dummies” I’d be doing the board a disservice if I didn’t vigorously combat the ignorance.

note: I’m not calling you a dummy; rather there are alot of simplifying omissions made in products aimed at the average joe in the legal field.

Yes, I thought it was extremely hard to pierce the veil. I regret that I didn’t know it was easier than I thought.

I also thought you were pretty okay, but I think I was a bit wrong about that, too.

Don’t mind me - I must have taken my cranky pills today.

I really don’t see where I was being mean to you, but to the extent that I did, I apologize.

(edit: and it’s not “easier” or “harder” than anyone things. it’s really, truly a fact-intensive inquiry. but the scenario that the OP details - namely, starting up a business without sufficient assets and then incurring significant employee liabilities - is one of those things that may suggest the corporate form was abused. then again, it may not :wink: )

Cranky pills I understand. Thanks for the apology and please accept mine for not keeping my mouth shut about the law. I know better. :smiley:

I didn’t mean to silence you or anything, so no need to apologize for that. It’s more my frustration with the way LegalZoom and such “legal stuff is really easy” companies perpetuate the notion that law is by-and-large a simple and ministerial discipline. some parts are, yes, alot aren’t.

I’m really sorry that happened to you, moonstarssun. Not to be second-guesing you, but when your partners “outvoted” you on going ahead with the hires, was there an impediment keeping you from pulling out of the company right then?

From the fact pattern set out in the OP, I didn’t see any abuse. Bad decisions are not enough to pierce the veil, and JS is ostensibly correct that in general, piercing the veil is not an easy thing to do. Clearly it’s possible, and it’s very easy to either add a few facts or read the ones presented differently to make piercing more probable, but as it stands I’d be curious as to what you see as constituting abuse. (ETA: not in a throwing down the gauntlet challenging sort of way, but in the real honest curiosity sort of way.)

Note: I don’t practice corporate law, and most of my knowledge is from Corp I and II a few years back (which focused on DE case law), so things may have changed – either in case law or in the breakdown of my synapses.
moonstarssun, the situation sucks. Mrs. Dvl and I are on the cusp of needing to start hiring for our business, and the thought of making that kind of commitment to someone else is fairly daunting. We’ve had short-termers, contractors and whatnot from time to time, but haven’t looked for long-term help. Similar fears as to what happens if business drops abound. Good luck.

no, that’s my point; it’s very easy to do if there are certain facts present. my crankyness kicked in when it was asserted that it isn’t an easy thing to do. i didn’t intend to suggest that it was simple in this case, though.

but, by way of undercapitalization:

Millon, David K.,Piercing the Corporate Veil, Financial Responsibility, and the Limits of Limited Liability(September 2006). Washington & Lee Legal Studies Paper No. 2006-08. Available at SSRN: http://ssrn.com/abstract=932959

I’m going to go out on a limb and guess that while the employees may not have been paid, the lawyer was?