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In NJ a company changed its name from AAA LLC to BBB LLC, now I can't collect my salary
Anonymous3 views4 answers
While I was trying to collect salary owed by AAA LLC in the amount of $9,000.00 thru the NJLD the company changed its name to BBB LLC. Now my lawyer says she is not able to collect the money. Also the collector agency told me the same story since the new company BBB LLC has nothing to do with AAA LLC.
AAA LLC and BBB LLC are in the same business, same building, same owner, same manager, supervisor and workers, same telephone etc only the name are now different
Is this true?
It sound from your question like a lot more happened than a name change. While you need to confer with a New Jersey lawyer because the law differs from one state to another, I cannot believe that if all that happened was AAA changed its name to BBB, your lawyer and NJLD would both be saying there is nothing you can do.
I suspect that AAA may have sold all its assets to a new corporation called BBB.
In Illinois, a purchaser corporation is generally not liable for the debts of the seller corporation. However, there are four exceptions: 1.) an express or implied agreement of assumption; 2.) a merger of the purchaser and seller corporations; 3.) the purchaser is a mere continuation of the seller; and 4.) the transaction is for a fraudulent purpose. These exceptions are known as the doctrine of successor liability.
To prevail, you are going to have to convince NJLD, or perhaps a Court, that the doctrine of successor liability should apply. It is highly unlikely that BBB expressly agreed to pay AAA's debts, and a search of the Secretary of State's records should tell you whether a merger occurred. If not, then you and your lawyer are going to have to prove that BBB is a mere continuation of AAA, or that the whole thing was for a fraudulent purpose, perhaps just to defeat the claims of creditors like you.
You need to assemble evidence of the facts you've stated in your question, i.e. same business, building, owner, manager supervisor and workers, same telephone number etc. Your New Jersey attorney should be able to give you a lot of assistance on putting together the facts of the case to move forward to collection of the amount you are due.
Good luck - the amount involved sounds worthwhile to justify the effort, and if you can prove the facts are as you feel they are, it sounds like you should prevail.
As my colleagues have indicated, the mere change of a name, when in reality, it is the same owner/entity, should not allow BBB to escape the liability for payroll owed.
Under the tax law, there is a tracing that occurs and it is considered a liquidation and reformation - sometimes a gift if dad transfers the client list and assets to son's business. In this case it was a transfer from dad to dad, or so it sounds, which would impose transferee liability.
If, however, there was a bankruptcy, and AAA was fully discharged, you, as a creditor, should have received notice and contested the discharge ass being a fraudulent conveyance or reorganization. One must come to the bankruptcy court, effectively a court of equity/fairness, with clean hands and not as a means to defraud creditors. This is not my area of expertise, but after secured creditors, or perhaps even before secured creditors, wages owed take a priority in the settlement of a debtor's obligations.
Sorry you are having this problem. Have you tried contacting the State Labor Dept in New Jersey? I do not know what the law is in NJ, but in Connecticut where I practice not paying wages is a crime. People- the responsible managers of business entities get arrested. Handcuffed, ride in the back of a police cruiser, the whole nine yards.