Suing a director of a private limited company

[emilia___]

I would like to thank you all in advance for your advice and contributions.

I am a director of a private limited company. I have not long ago received an issuing of claims (legal proceedings) to the court by a former client from over a year ago. The client is seeking for damages for misrepresentation and breach of contract.

I have received these documents addressed to me as an individual instead of my private limited company and the claimant has also provided the address as his own instead of the companies. My company and the claimant had a written contract which was signed by the claimant and I on behalf of the company. The work had been carried out as agreed and payment had been made. Over a year later, the claimant now believes that the work carried out is not what they wanted and they believed that something other was agreed although a contract had been signed stating everything between the parties.


I believe that I cannot be taken to court as an individual as the contract and work was between the claimant and the company - clearly stated.

Also what is my best option to go about this as over a year later the company is in the process of already being struck off as no business is being carried out.

My solicitor says we have two options to write a defence or have the claims dismissed as they are quite chaotic and not what a court would accept. I believe my solicitor may be forgetting the fact that I am a private limited company and has completely gone off track just taking a lot of payment from me.

Can they take me to court as an individual if the contract was with my private limited company

Please

 

[Ian J]

My solicitor says we have two options to write a defence or have the claims dismissed as they are quite chaotic and not what a court would accept.

I agree with your solicitor that you should enter a defence and that defence would be that the contract was with a limited company and not yourself. If you include a copy of the contract with your defence the application for judgement will probably be struck out

 

[Newchodge]

Does your limited company still exist. If so enter a defence that the claim should be against the limited company. The chances are very high that the claim will be re-issued in exactly the same way against the limited company and you will then have to enter a full defence, from which you can apply to have the case dismissed as having no reasonable prospect of success.

Or you can shortcut the process and write a defence that starts off very clearly stating that the contract was with the limited company and that the claim should be against the company, then go on to state that, as you are the director of the company, the company's defence is ...............

 

[emilia___]

The papers are being served on me as an individual. The company does exist but is already in the process of being struck off by companies house as the entity itself has not been trading for some time now and before the claims have even been served. By the time this would go near a court I'm assuming the company will have already been striked off.

There may be an option to have the proceedings dismissed on the basis that the claims put forward are very unclear in addition to the fact that they are potentially claiming against the wrong entity.

Also if they do bring proceedings against the company and the company holds no assets, the question is what will actually happen?

The problem is I have already spent a lot of money on this case and it has not reached a judge yet as I am still waiting for the papers to be served. I have a written and signed contract with the client yet they believe after a year that they had asked for something else, am I in a better position as I hold evidence and they do not ?

 

[Ian J]

There may be an option to have the proceedings dismissed on the basis that the claims put forward are very unclear

Why waste time and money on such a defence when the real defence is so much simpler - you are not the correct party to the contract.

The case will be thrown out and the plaintiff then has the option of issuing fresh papers against a limited company that cannot pay or may have been dissolved and they will end up wasting more time and money

 

[Newchodge]

In that case do nothing until you receive the claim (what have you spent money on if you haven't yet had the claim?)

Acknowledge the claim when you get it, which extends the time for lodging the defence by a further 14 days.

As late as possible, file the defence that the claim has been issued against the wrong entity.

Hopefully by then, the company will have been struck off before the correct claim is lodged.

If a claim is received against the company before it has been struck off, it cannot be struck off until the claim has reached a conclusion.

 

[emilia___]

I've spent money on my solicitor liasing with there's, documents being looked through, a barrister reviewing the claims which was a few hours conference as they have supposingly been written but not yet formally served etc, the solicitor will not do anything free of charge of course ..

Also do you think it is enough to have the claim dismissed as a defence that it is to the wrong entity? I'm sure they can't pursue further against me

Which brings up another question, are they able to go after me as a director ?

 

[Newchodge]

I've spent money on my solicitor liasing with there's, documents being looked through, a barrister reviewing the claims which was a few hours conference as they have supposingly been written but not yet formally served etc, the solicitor will not do anything free of charge of course ..

Also do you think it is enough to have the claim dismissed as a defence that it is to the wrong entity? I'm sure they can't pursue further against me

Which brings up another question, are they able to go after me as a director ?

I cannot believe that you have spent money on this, including briefing a barrister when no claim has been lodged against your company.

How do you know, if no claim has been lodged, that they are going after you and not your company?

I never said it was enough to have the claim dismissed because it was to the wrong entity. I said file that as your initial defence and hope that the company will have been struck off before the proper claim is filed.

 

[emilia___]

It is what I had been advised to do by a solicitor and this is the reason why I have posted it online as I believe that I have spent unnecessary money.

We received claim forms from the claimant which are addressed to me as an invidiual and not the company itself which is why I believe they are after me (unless this is changed in the sealed claim forms)But until we have been served with sealed claim forms to accept service there is nothing we can potentially do.

My main question will now be is it possible to summon me to court instead of the private limited company (please remember they have a signed contract with the company)

 

[Newchodge]

My main question will now be is it possible to summon me to court instead of the private limited company (please remember they have a signed contract with the company)

No, unless you are accused of a criminal offence you cannot be summoned to court.

However anyone can issue a civil claim against anyone, for anything. So yes you can receive a claim against you personally to respond to a claim against you. If the claim should have been against the limited company instead, then your defence is that their was never any contractual relationship between yourself and the claimant. As has been explained ad nauseum above.

 

[Ian J]

Also do you think it is enough to have the claim dismissed as a defence that it is to the wrong entity? I'm sure they can't pursue further against me

Which brings up another question, are they able to go after me as a director ?

Yes it is a sufficient defence as if they then have the claim amended to the limited company instead of yourself it doesn't matter in the slightest to you. Even if they win they can only proceed against the company which has no assets