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.