1

Hopefully someone here can shed some light on this matter for me. Long story short, I entered into a contract with a general contractor for the construction of my new home. I have been moved into the home but there are multiple problems with the construction. These defects have been verified by third party inspectors. Despite the third party reports, my general contractor refuses to fix the problems.

My contract states that any disputes must go to binding arbitration through the AAA. This can be an expensive process and it's my understanding that I am unable to recover my legal costs in a judgement.

I was reviewing the contract and doing some research on the contractor and came across the following:

  • The general contractor has an LLC. Let's say his legal business name is Smith Homes, LLC.

  • He has also registered a fictitious, or DBA, name with the state called Smith Homes.

  • My construction contract has his business logo in the top left corner. The logo only states the DBA name, Smith Homes.

  • In the top right corner of the contract it does list his state registration number.

  • The contract states the following: "This contract made on 5th day of March 2018, by and between John Doe (my name) hereinafter called the owner and Smith Homes hereinafter called the contractor.

  • The signature line on the bottom simply states "Contractor" and then a place for the general contractor to sign.

  • Nowhere on the contract does it list the full legal name of the contractors business, Smith Homes, LLC.

From my research, the DBA name can enter a contract if it is noted that it is a DBA of the legal company name when the parties are introduced at the beginning of the contract. You might write, for example, "Smith Homes, LLC, d/b/a Smith Homes."

With all of that said, is this contract enforceable since the legal name of the contractor's business was not stated in the contract? Also, since the contractor signed his name at the bottom of the document, could he be personally liable in a lawsuit?

Thank you all in advance!

  • What is the jurisdiction? If in the U.S., please give the state you are in. If in EU, pleas give nation as well. – hszmv Dec 6 '19 at 17:00
6

The contract is enforceable

No one is in any doubt that the parties to the contract are you and Smith Homes and everyone knows that Smith Homes means Smith Homes LLC. The written document is only evidence of the contract, the contract is the entire commercial relationship.

Contracts are not invalid because they have typos or minor irregularities- otherwise virtually no written one would be. The law can be very pragmatic sometimes.

0

Also, since the contractor signed his name at the bottom of the document, could he be personally liable in a lawsuit?

Possibly. In the UK if a limited company does not disclose its limited liability status (with a few exceptions) then the court can disregard the limited liability status and hold the directors or members personally liable.

You would need to check this specific point of law in your jurisdiction.

  • In the US the public notice required to legitimately use the DBA is probably sufficient to let everyone know that Smith Homes is a limited company. – George White Dec 6 '19 at 17:26
  • However, "Smith Homes" might legitimately be the trading name/DBA of a number of separate limited companies. The customer needs to know which ltd co he is contracting with. It's not uncommon for a separate ltd co to be formed for each major project, in some sectors - including construction - but to trade under the brand of the parent company or group. – Owain Dec 8 '19 at 12:10

Your Answer

By clicking “Post Your Answer”, you agree to our terms of service, privacy policy and cookie policy

Not the answer you're looking for? Browse other questions tagged or ask your own question.