A Lot Of Smart People Post Here- Any Attorneys Or Retired Ones- I Have A General Legal Question

[DemocratSinceBirth]

The answer is non-binding. I already have two opinions from friends who are attorneys . I'm looking for a tie-breaker.


To a layman that this question can even arise is astounding.

I own a small buiness that is incorporated. It's so small that the only employee is me. I have been entering into contracts for over a decade. Instead of putting the Inc. after my corporation as in Sticky Widgets, Inc. I just refer to it as Sticky Widgets. This has never been an issue because I have never been in a contractual dispute.

Now I have an contract I might have to enforce. One attorney-friend said that the other party can get out of the contract because I forgot to put Inc after the name of my corporation and in the eyes of the law my business doesn't exist because I didn't put Inc. in therefore nullifying the contract. My other attorney- friend strenuously disagrees. He says there is not a court that is going going to nullify a contract over a minor omission like that.

I like the second opinion better.

Thank you in advance.

PEACE
DSB

[barbtries]

1. i'm not a lawyer

but i still agree with the second opinion. it may be true that the guy can TRY to get out of his obligation on that basis, which he may or may not. but i certainly would not let that stop me from going forward and doing what needs to be done, and i think you will prevail or if you lose, it won't be because of this. sticky widgets is a dba for sticky widgets inc. simple.

[DemocratSinceBirth]

2. These People Are Total Jerks

As I said I have been entering into contracts as a (very) small business and this has never been an issue because I have never had to enforce one. We ( me and the other party) just fulfilled our obligations.

I even have or had handshake agreements.

[izzie]

3. I was once in a Corp in Ak and it was having trouble with this

'doing business as' that kept jumping up at us and I never did get it right what was going on. Keep this on the site as I would be interested and bet others would also. My father owned a lot of businesses but he also did work on his hand shake. Guess we do not see that any more.

[DemocratSinceBirth]

4. I Don't Have A DBA

I just referred to my corporation as Stickey Widgets as opposed to Sticky Widgets, Inc.

[taterguy]

5. Well you spelled Sticy two different ways

You're screwn

[DemocratSinceBirth]

6. Ha Ha Ha

I made sure to spell the name of my company right on the agreement.

[geek tragedy]

7. Depends on the jurisdiction ( as is always the case) but

as far as I know, so long as whether Sticky Widgets is incorporated or whether the person was doing business with "Sticky Widgets Inc" aren't material terms of the contract, it should be enforceable.

[DemocratSinceBirth]

8. I Am Sticky Widgets Inc. I Neglected To Add The Inc

But of course if you do a search for Sticky Widgets at the Florida Secretary Of State's Corporation site Sticky Widgets comes up as my company.

[geek tragedy]

9. The point is whether it actually mattered to the other

party when you formed the contract. If he was just ordering some goods from some vendor and now thinks he doesn't have to pay, he's not gonna win.

If he was providing some investment capital based on corporate status or something like that, then he might have a colorable claim.

[DemocratSinceBirth]

11. Anything Those Clowns Would Do Would Not Be Colorable

In a nutshell I am a small publiher. Most DUers know that as I have mentioned it.

I publish magazines, directories, and guides. In this instance his organization was endorsing a publication I am producing and in return for his endorsement I am providing him with a percentage of the net advertusing revenue plus pages within the magazine to promote his organization. He has unilaterally decided this relationship isn't advantageous to him.

Noboby has asserted any claims yet... But one attorney has told me my ommission of Inc. might bar me from asserting any claims because my company without the word, Inc. after it doesn't even exist.

I should add that the other party's attorney wrote the agreement based on a draft I provided him.



BTW, I have spent a lot of time around lawyers , law libraries, and law offices but that's another story

[geek tragedy]

14. It doesn't seem like it would matter to me, but

I don't know what state you're in. Some states have funky rules about corporations' ability to sue, etc.

[Raven]

10. "Quantum Meruit" may apply here. It is a latin phrase used in contract

law that means "he gets what he deserves". It comes up when services have been performed or goods have been delivered but there is some uncertainty about the terms of the contract. So if you have done something for this customer, you might be able to argue this concept. Also, I agree with the second opinion, if your company is registered, no court is going to find against you on the "inc" technicality. If you do some research you'll probably find some Florida caselaw on this.

[DemocratSinceBirth]

12. Thank You And The Others

A lot of smart people here!


And I should add the final version of the agreement was written by the adverse party's lawyer! If he used the lack of the word "Inc" as a defense when he is the one who originally omitted it doesn't that mean he acted in bad faith when he drew up the agreement and has created additional legal exposure for him and his client?

[geek tragedy]

15. The general rule is that tie-breakers go against

the drafter.

Here it would indicate that corporate status was irrelevant to him, since it's his language.

[DemocratSinceBirth]

16. I Am Learning A Lot Here

I had a simple agreement that I have used for years. When I submitted it to the other party their attorney revised my simple agreement beyond recognition loading up with terms favorable to them as opposed to the neutral terms of my original agreement but my corporation's status and the omission of the word INC. was never discussed

[BooScout]

13. I agree with your first attorney friend here's why....

First....I am not an attorney......but have worked with them and taken various law classes....in other words my advice is not worth diddly.......but never the less, here goes....from what I could find see below:

http://www.jamesmartinpa.com/50tips_revisited.htm

49. Be sure that corporate officers include their titles, the corporation name and the word "as." Failure to do this can result in personal liability of the officer. The proper way to sign in a representative capacity is as follows:

ABC Corporation, a Florida corporation

By:____________________________________

John Jones, as its President

[wellstone dem]

17. It depends on the jurisdiction

Here in Minnesota, if you sued under the "non-legal" name, the case might be dismissed or put on hold until you registered the "trade name". Here, a corporation does not need to register a trade name, and if your business were Democratsincebirth Sticky Widgets, you wouldn't have to register because it has your actual name in the company, but otherwise you would need to register the trade name. But the good news would be that you only have to register before you sue, not before you enter into the contract.