contract-law
LLC change contract dispute
<p>We entered into a work contract with an outside contractor who has not completed their scope of work but want compensation. The contract was written with our old LLC name which is no longer active. We now have a different LLC in a new state, completely different name. It was actually already changed at the time of signing. 
 and does not reflect the new name in the contract. Would this help our case with them. It does not say anywhere in the contract by any other name.</p>

<h2>If you entered into a contract ostensibly on behalf of a LLC that did not exist then <em>you</em> entered into the contract</h2>
<p>An agent acting on behalf of a non-existent principal is not an agent - they are acting on their own behalf.</p>
<p>You might be able to argue that it was a genuine mistake and that you were acting for your new LLC. If the contractor accepts that, fine, if not, the judge might - but not if you try to avoid paying on the basis of this “mistake” because then it starts to look like intentional deception.</p>
<h2>Is the contractor entitled to payment?</h2>
<p>In general, if a contractor has not completed their obligations they are not (yet) entitled to payment.</p>
<p>Whether they have or haven’t depends on precisely they were contacted to do - were they contracted to <em>achieve</em> something (contract for services) or to work <em>towards</em> something (contract of service)? If the former, until they achieve it the haven’t earned anything if the latter, they have.</p>
<p>Why they haven’t delivered also matters. If it was due to any act or omission of you then they can claim damages - probably their promised payment.</p>
