Legal Question in Business Law in Pennsylvania

Who should I sue

I purchased equipment for my business for several thousand dollars, and the equipment clearly does not work. The company has refused to refund my money, so I'm taking him to small claims court. The problem is, who do I name as the defendant? Here is why I'm unsure:

a) The sales agreement is signed ''John Xxx, Pres. ABC Company, Inc.''

b) I searched the secretary of state web sites for a company registered in that name (or variations), and it does not exist.

c) I did find a company called ''AB Inc.'' that lists John Xxx as the president, but it is inactive due to automatic dissolution several years ago (it appears that he ignored the renewal notices.)

d) Further searches on the state's website did not identify any other corporations with John Xxx as an officer.

e) His website is ABCCompany . com, but lists ''AB Inc.'' as the company name. (I know the website name is irrelevant, its the fact that it names an apparently inactive corp as the business is what I find interesting.)

Can anybody advise me as to who to name as the defendant?

The corp on the contract that I think doesnt exist?

The individual?

The real corp (that is inactive!)?


Asked on 2/19/09, 7:39 pm

1 Answer from Attorneys
Patrick Henigan Eckell Sparks

Re: Who should I sue

Name each corporation and the individual. If he did not follow proper corporate governance he can be held individually liable even though he signed as an officer of the corporation.

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Answered on 2/20/09, 9:06 am


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