LLC Representation

[Lance N]

Jurisdiction

Tennessee

I recently filed a suit against a single member LLC in general sessions court. The registered agent/owner made first appearance and said he did not have time to get counsel yet due to covid. The judge told him that he can not represent the LLC, it MUST be an attorney. Told him if he comes back without an attorney, even though registered agent was physically there, court would not recognize him since he can't represent the LLC.

He, nor his attorney showed, we moved forward and was asked some questions (so not default), and we received a judgement. 10 days to appeal, the REGISTERED AGENT/OWNER filed the appeal, would this need to be done by an attorney too…making the appeal invalid?

thanks

 

[Zigner]

There are not enough facts to determine if the owner/sole member of the LLC was not allowed to represent the LLC in court. In any case, it would appear that he can file the appeal:

https://advance.lexis.com/documentp...kkk&prid=befcc138-a754-4a55-ae39-508522c815cb


27-5-108. Appeal from general sessions court.
(a)
(1) Any party may appeal from a decision of the general sessions court to the circuit court of the county within a period of ten (10) days on complying with this chapter.
(2) In civil cases, if one (1) or more of the parties before the general sessions court, on one (1) or more warrants, perfects an appeal of a decision of the general sessions court to the circuit court, as provided in this section, then cross appeals and separate appeals are not required, and upon the filing of a notice of appeal by any party, issues may be brought up for review by any party.
(b) This provision allowing ten (10) days in which to perfect an appeal shall apply in every county of Tennessee, any provision of any private act to the contrary notwithstanding, it being the legislative intent to establish a uniform period of ten (10) days in which any such appeal may be perfected in any county in Tennessee.
(c) Any appeal shall be heard de novo in the circuit court.
(d) If no appeal is taken within the time provided, then execution may issue.

 

[Lance N]

The defendant/LLC (actually the agent not his attorney) filed an appeal of a judgment from General Seasions, which means a new trial in Circuit Court.

It appears he filed the appeal bond correctly, but it also has a "qualification of surety" —-assuming more of a signature bond, not a bonding company.

it lists the Agents name as Surety on the foregoing Appeal Bond, being sworn, hereby make oath that __________, the owner of real property in X County, TN, in their own name, the value of which, over and above exemptions, tax liens, and encumbrances, is in excess of the penal and of the foregoing Appeal Bond; and said property is in encumbered, except as follows: N/A.

What name should be in that blank? The plaintiff (me), or registered agent since he said he was the surety for the principal (LLC).

If this was filled out improperly, would that be grounds to have the appeal overturned (assuming the 10 day period has lapsed)

 

[Zigner]

There's no need to start a new thread on the same (generally) topic:

LLC Representation

EDIT:
Just to head off the argument that this is a different topic...it's not. This is simply an additional question about the same topic.

 

[Lance N]

Thank you. I wasn't sure if he would even be considered a party to the lawsuit since it was action taken against the LLC.

 

[Tax Counsel]

There are not enough facts to determine if the owner/sole member of the LLC was not allowed to represent the LLC in court. In any case, it would appear that he can file the appeal:

I disagree. That statute specifies a party may appeal. The party is the LLC. So that does not help the landlord. The issue here is whether a single member LLC may be represented by someone other than an attorney, and that is not answered by that statute. In many states the LLC must be represented by an attorney; a member of the LLC cannot do it. But I have not researched whether that is the case in the OP's state. But given the ruling of the trial court, one of the things I would raise in my response to the appeal is that the LLC must be represented by counsel, as the trial judge ruled, assuming I have the case law to back it up.

 

[Zigner]

I disagree. That statute specifies a party may appeal. The party is the LLC. So that does not help the landlord. The issue here is whether a single member LLC may be represented by someone other than an attorney, and that is not answered by that statute. In many states the LLC must be represented by an attorney; a member of the LLC cannot do it. But I have not researched whether that is the case in the OP's state. But given the ruling of the trial court, one of the things I would raise in my response to the appeal is that the LLC must be represented by counsel, as the trial judge ruled, assuming I have the case law to back it up.

I did do a bit of research on the question prior to posting and it appears, at first glance, that the court rules allow the "owner" of a single-member LLC to represent the LLC. Unfortunately, the rules mention a "single proprietor", and I couldn't find a definition of that term. As such, it may, in fact be ok for the owner to file the appeal on behalf of the LLC. I didn't go in to that aspect in depth because I felt the (intentional) vagueness of my response didn't require it.

 

[zddoodah]

The defendant/LLC (actually the agent not his attorney) filed an appeal of a judgment from General Seasions, which means a new trial in Circuit Court.

So...the defendant is an LLC? And the agent (for service of process?) filed an appeal on behalf of the defendant?

but it also has a "qualification of surety" —-assuming more of a signature bond, not a bonding company.

Huh?

it lists the Agents name as Surety on the foregoing Appeal Bond

To what does "it" refer? Also, I'm guessing that some portion of the third paragraph of your post is supposed to be a quote from something, but I can't tell (because you didn't use quotation marks) what's being quote or where the quote comes from.

What name should be in that blank?

Seems like the blank is "the owner of real property," which doesn't make much sense in this context.

If this was filled out improperly, would that be grounds to have the appeal overturned

Not likely, but it's not clear what "this" refers to.

 

[Lance N]

So...the defendant is an LLC? And the agent (for service of process?) filed an appeal on behalf of the defendant?



Huh?



To what does "it" refer? Also, I'm guessing that some portion of the third paragraph of your post is supposed to be a quote from something, but I can't tell (because you didn't use quotation marks) what's being quote or where the quote comes from.



Seems like the blank is "the owner of real property," which doesn't make much sense in this context.



Not likely, but it's not clear what "this" refers to.

The LLC's owner (also listed as registered agent) filed the appeal, and had a to complete an Appeal Bond form. That form appears to show the LLC as the principal and the owner as the Surety…and they are held firmly bound to ME, the plaintiff for the original judgment amount from the lower court.

He also had to fill out a "Qualification of Surety" and that is what I was quoting from; sorry for the inaccuracy, first thing one here and this is very new to me.

Attaching a copy with identifying information redacted. Hope that helps. My belief is that it should have his name in the blank as owning real property to secure the appeal bond he arrested to earlier, and not my name as a property owner to secure the surety. The way it is worded appears that my real property is being used as the guarantee for his surety.

 

[army judge]

The registered agent/owner made first appearance and said he did not have time to get counsel yet due to covid. The judge told him that he can not represent the LLC, it MUST be an attorney. Told him if he comes back without an attorney, even though registered agent was physically there, court would not recognize him since he can't represent the LLC.

It appears the ruling favored you, mate.

There are strategies suggested within the below noted resources.

New legislation in TN appears to address certain previous inequities:

Perfecting 'De Novo' Appeals - TBA Law Blog

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Tennessee Supreme Court Clarifies Procedure For Appeals From General Sessions To Circuit Court | Tennessee Administrative Office of the Courts
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Representing Yourself in Court | Tennessee Access To Justice
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https://www.tncourts.gov/sites/default/files/docs/final_pro_se_benchbook_-_may_2013.pdf
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.

 

[Zigner]

It appears the ruling favored you, mate.

There are strategies suggested within the below noted resources.

New legislation in TN appears to address certain previous inequities:

Perfecting 'De Novo' Appeals - TBA Law Blog

.
.
Tennessee Supreme Court Clarifies Procedure For Appeals From General Sessions To Circuit Court | Tennessee Administrative Office of the Courts
.
.
Representing Yourself in Court | Tennessee Access To Justice
.
.
https://www.tncourts.gov/sites/default/files/docs/final_pro_se_benchbook_-_may_2013.pdf
.
.

I'm not saying this to be snarky...

Only the third link you posted ("Representing Yourself in Court") appears to have any applicability in the OP's situation.

 

[army judge]

I'm not saying this to be snarky...

Only the third link you posted ("Representing Yourself in Court") appears to have any applicability in the OP's situation.

Whatever I posted was provided for FREE.

Knowing THAT should reveal the effort, care, and level of thought expended.

One can expect to receive a result directly proportionate to monies expended.

 

[zddoodah]

The LLC's owner (also listed as registered agent) filed the appeal, and had a to complete an Appeal Bond form. That form appears to show the LLC as the principal and the owner as the Surety…and they are held firmly bound to ME, the plaintiff for the original judgment amount from the lower court.

So...Project ___ is the defendant and Phillip is the sole member/owner of the defendant?

Now I understand better, and this is a really weird thing. Normally, an appeal bond is issued by an insurance company that is licensed to write surety bonds. In this case, Phillip is making himself a personal surety for the LLC. My guess is that Phillip's name, and not yours, should be in the space you marked, and the purpose of the form is to demonstrate that Phillip is qualified to be a personal surety. Is that error going to make the bond invalid and get the appeal dismissed? Almost certainly not.

 

[zddoodah]

Quoting the private message you sent me.

I tried replying to the thread, but keep getting an error saying content not allowed. I have reached out to the staff.

appreciate your feedback. My thought with Philip being the surety, it says he must own real property in the county the claim is in, he doesn't own property anywhere in TN. So if he can't back the surety judgement amount, so don't think they would let him proceed

I doubt the court is going to research whether this guy does or doesn't own real property. If you want to make an issue of it, file something with the court and don't forget to attach your evidence that he owns no real property in the state.

 

[Lance N]

Thanks everyone, guess I need to see if my attorney can file a motion to dismiss since the person that filed the appeal technically isn't a party to the suit….only LLC could have its attorney appeal.

 

[Zigner]

Thanks everyone, guess I need to see if my attorney can file a motion to dismiss since the person that filed the appeal technically isn't a party to the suit….only LLC could have its attorney appeal.

Oh, NOW you mention that you have an attorney. Ask your attorney your questions. REALLY

 

[Lance N]

Oh, NOW you mention that you have an attorney. Ask your attorney your questions. REALLY

I didn't have one in general sessions, was advised by family to get one since the LLC will have one. Figured I didn't want to try this pro se against a professional.

 

[adjusterjack]

Thanks everyone, guess I need to see if my attorney can file a motion to dismiss since the person that filed the appeal technically isn't a party to the suit….only LLC could have its attorney appeal.

Have you talked to your lawyer about that yet?

The judge might not dismiss. He might just allow the defendant/appellant to correct his errors and move forward to the new trial.

I sense that you would prefer to collect your judgment without having to face your opponent in court. Might not work out that way.

 

[Lance N]

Not yet, just had a first meeting yesterday and paid a retainer. I'm not worried about facing him, we have tons of documents, signed contracts, emails, texts, etc….they basically abondened the job and have been paid.

they even started to fix their previously agreed upon issues, then it became too much. I don't see anything they can say that could help them, that's why I was trying to save money and not use an attorney…the LLC attorney nor the registered agent even showed up in general sessions. Judge asked me a few questions and awarded the judgment, but TN allows anything to be appealed and a new trial starts in circuit court, so he has no penalties for not showing up on the original trial date.