Transactional

By: Theodore F. Claypoole

While acting in the capacity of an officer of a corporation or manager or member of a limited liability company, it is important for one to hold himself or herself out as the officer or manager or member of the corporation or limited liability company, as applicable. There have been many recent court cases involving creditors attempting to have the Court hold the officers or shareholders of a corporation personally responsible for the corporation’s debts to that creditor. In addition to attempting to pierce the corporate veil of a corporation, a creditor may argue that the officer personally contracted for the services with the creditor. Officers of a corporation and managers and members of a limited liability company may unduly subject themselves to personal liability in a contract intended to be between their corporation or limited liability company and a third party if the officer, manager, or member fails to sign the contract in his or her capacity as an officer, manager, or member of the corporation or limited liability company, as applicable.

For example, a creditor may argue that John Doe, President of ABC Corp. is personally obligated under a contract where John Doe signs the contract as simply John Doe. He should sign the contract in his capacity as an officer as follows:

ABC Corp.

By: John Doe
John Doe, President

OR

John Doe
John Doe, President of ABC Corp.

For more information on corporations or limited liability companies, please contact Theodore F. Claypoole at 610-692-1371 or tclaypoole@utbf.com.

By: Kimberly P. Venzie

Read my recent Blog about the affirmation of the Schaffer decision by the Pennsylvania Supreme Court and its impact upon development in Pennsylvania.

By: Denise C. Werkley

Will you see solar panels in your neighborhood? Maybe, or maybe not depending on whether there is a homeowners association and what the restrictions for your neighborhood say – but it may not matter for long. Pennsylvania State Representative Tom Houghton has recently indicated he intends to put forth legislation which would prohibit Homeowners Associations from enforcing restrictions which impede or prohibit the use of solar panels.

Do solar panels help or hurt the aesthetics and value of a neighborhood? Will this increase green building and marketability of homes? It will be interesting to watch how this legislation unfolds. View a recent press release and Rep. Houghton’s request for co-sponsorship describing the legislation.

Contact Denise C. Werkley for more information.