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Law firm not entitled to summary judgment on complaint seeking payment

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Finding that there are genuine issues of material fact as to whether an employee was acting on his own behalf or on behalf of his company when he sought a law firm’s services, the Indiana Court of Appeals ordered more proceedings on the firm’s complaint for payment.

In Ruben Pazmino v. Bose McKinney & Evans, LLP, 49A02-1206-CC-499, Bose McKinney & Evans LLP did legal work for Buena Vista Realty Group LLC from February through July 2008 at the request of Ruben Pazmino. The company was administratively dissolved on April 24, 2008. Bose was never paid for its work and filed a lawsuit against Buena Vista and against Pazmino for the services it performed after Buena Vista was dissolved.

Both Pazmino and the firm moved for summary judgment. The trial court entered judgment in favor of Bose and ordered Pazmino to pay total judgment of $11,174.20. On appeal, Pazmino claimed he was only an employee of Buena Vista and not personally liable for the LLC’s obligations. Bose, on the other hand, is trying to hold Pazmino responsible for his own act of personally requesting services after Buena Vista dissolved.

Neither Bose nor Pazmino established as a matter of law that either party was entitled to summary judgment, as Bose hasn’t shown Pazmino secured its services on his own behalf and Pazmino hasn’t shown that he was just an employee and not an interested party in Buena Vista.

The Court of Appeals went on to address additional legal arguments raised by Bose: that Pazmino is personally liable for requesting services not associated with winding up the LLC and that Pazmino was not statutorily authorized to wind up or bind Buena Vista post-dissolution.

The judges held that regardless of the nature of the work performed by Bose, Buena Vista continued to exist as a principal that could be bound by the acts of its agents. They also believed that the reference to personal liability of members in Indiana Code 23-18-9-3(b)(2) is intended to clarify that, even upon dissolution, an LLC, not its members, remains responsible for the LLC’s obligations.

“Thus, where Pazmino acted within the scope of the authority conferred by Buena Vista, Bose’s remedy is with Buena Vista, not Pazmino,” Judge Michael Barnes wrote.

The case is remanded for further proceedings.

 

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  1. Your article is a good intro the recent amendments to Fed.R.Civ.P. For a much longer - though not necessarily better -- summary, counsel might want to read THE CHIEF UMPIRE IS CHANGING THE STRIKE ZONE, which I co-authored and which was just published in the January issue of THE VERDICT (the monthly publication of the Indiana Trial Lawyers Association).

  2. Thank you, John Smith, for pointing out a needed correction. The article has been revised.

  3. The "National institute for Justice" is an agency for the Dept of Justice. That is not the law firm you are talking about in this article. The "institute for justice" is a public interest law firm. http://ij.org/ thanks for interesting article however

  4. I would like to try to find a lawyer as soon possible I've had my money stolen off of my bank card driver pressed charges and I try to get the information they need it and a Social Security board is just give me a hold up a run around for no reason and now it think it might be too late cuz its been over a year I believe and I can't get the right information they need because they keep giving me the runaroundwhat should I do about that

  5. It is wonderful that Indiana DOC is making some truly admirable and positive changes. People with serious mental illness, intellectual disability or developmental disability will benefit from these changes. It will be much better if people can get some help and resources that promote their health and growth than if they suffer alone. If people experience positive growth or healing of their health issues, they may be less likely to do the things that caused them to come to prison in the first place. This will be of benefit for everyone. I am also so happy that Indiana DOC added correctional personnel and mental health staffing. These are tough issues to work with. There should be adequate staffing in prisons so correctional officers and other staff are able to do the kind of work they really want to do-helping people grow and change-rather than just trying to manage chaos. Correctional officers and other staff deserve this. It would be great to see increased mental health services and services for people with intellectual or developmental disabilities in the community so that fewer people will have to receive help and support in prisons. Community services would like be less expensive, inherently less demeaning and just a whole lot better for everyone.

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