The Illinois Second District brings into focus the perils of a business owner failing to incorporate in a car loan dispute in Baird v. Ogden Lincoln Mercury, Inc., 2016 IL App (2d) 160073-U. Affirming judgment on the pleadings for the plaintiff lender in the case, the Court answers some important questions on the difference between corporate and personal liability and how judicial admissions in pleadings can come back to haunt you.
The plaintiff sued the individual defendant and two affiliated corporations for breach of contract and quantum meruit respectively, in the wake of a “floor plan” loan default. The individual defendant previously signed the governing loan documents as “President” of Ogden Auto Group, an entity not registered in Illinois. The corporate defendants consented to a judgment against them on the quantum meruit claim and the case continued on the lender’s contract claim versus the individual defendant.
The Court first rejected the individual defendant’s argument that the breach of contract claim “merged” into the quantum meruit confessed judgment against the corporate defendant. While a breach of express contract claim normally cannot co-exist with an implied-in-law or quantum meruit claim, the plaintiff’s quantum meruit claim lay against different defendants than the breach of contract action: the breach of contract suit targeted only the individual defendant. In addition, Illinois law permits multiple judgments in the same case and so the earlier quantum meruit judgment didn’t preclude a later money judgment. See 735 ILCS 5/2-1301(a).
The Court then granting the plaintiff’s motion for judgment on the pleadings based on the defendant’s judicial admissions in his verified answer to the Complaint.
– Judicial admissions conclusively bind a party and include formal admissions in the pleadings that have the effect of withdrawing a fact from issue and dispensing wholly with the need for proof of the fact.”
– Judicial admissions are defined as “deliberate, clear, unequivocal statements by a party about a concrete fact within that party’s knowledge” and will conclusively bind the party making the admission.
– A statement is not a judicial admission if it is a matter of opinion, estimate, appearance, inference, or uncertain summary.
– An admission in a verified pleading, not the product of mistake or inadvertence, is a binding, judicial admission.
– An unincorporated business has no legal identity separate from its owner and is deemed an asset of the responsible individual. A sole proprietorship’s liabilities are imputed to the individual owner. One who operates a business as a sole proprietor under several names remains one “person,” and is personally liable for all business obligations.
Here, the individual defendant admitted signing both floor plan loans on behalf of Ogden Auto Group, which is not a legally recognized entity. Since Ogden Auto Group wasn’t incorporated, it was legally a non-entity and the individual defendant was properly found liable for the unpaid loan balances.
1/ A business owner’s failure to incorporate can have dire consequences. By not setting up a separate legal entity to run a business through, the sole proprietor remains personally liable for all debts regardless of what name he does business under;
2/ Verified admissions in pleadings are hard to erase. Unless a party can show pure mistake or inadvertence, a verified pleading admission will bind the litigant and prevent him from later contradicting the admission.