Can a dissolved company enforce a contract?

[cross1092]

Can a dissolved limited liability company enforce a contract entered into before its dissolution? My company signed a contract with a company in 2005 to pay a specified sum on the sale of a particular property. The other company was dissolved in August 2006 and made no provision with us to amend the contract in any way. They are now seeking to enforce that contract, but under a different company name. The property in question is currently being sold and should complete in the next few weeks. I am under the impression that if the company was dissolved voluntarily it would now find it very hard to claim anything from us under the original contract. Am I right?

[MikeH]

I would be very suprised if they can enforce the contract if the contract was clearly with the now dissolved company. However, I am not a solicitor and do not pretend to be one.

Mike.

[brolene]

Originally Posted by cross1092

Can a dissolved limited liability company enforce a contract entered into before its dissolution? My company signed a contract with a company in 2005 to pay a specified sum on the sale of a particular property. The other company was dissolved in August 2006 and made no provision with us to amend the contract in any way. They are now seeking to enforce that contract, but under a different company name. The property in question is currently being sold and should complete in the next few weeks. I am under the impression that if the company was dissolved voluntarily it would now find it very hard to claim anything from us under the original contract. Am I right?

I do not believe that they can but if your property has a covenant on it and their new company is in a position to enforce that covenant then you would have a problem. I however think that on the information that you have given which is pretty scant then they would not have any right. They might just be trying to make things difficult for you to get money out of you.

[LimeLegal]

It depends on whether there was anything in the contract to prevent assignment to another company, and whether an assignment is in place with the new company. Under assignment it is possible for there to be enforcement of a contract. Take legal advice. You can access this via emailing the address in our profile- I cannot provide a link in the message as it always gets taken out.

[cross1092]

Thank you for your replies. I will contact LimeLegal via e-mail.