Weinshel, Wynnick & Associates, LLC v. Bongiorno

Excerpt

The plaintiff, an accounting firm, sought to recover damages from the defen- dant G, his wife, the defendant M, and L Co., a limited liability company, for unpaid accounting services. G was the owner and operator of B Co., a liquor store, with which the plaintiff had a long standing service contract. In 2010, G created L Co., of which he was the sole member and, in July 2012, he transferred all of his interest in L Co. to M exclusively. L Co. became the backer for B Co. and M took control over B Co.'s operations. During this change in ownership, the plaintiff billed B Co. for accounting services in June, 2012. After the services went unpaid, the plaintiff commenced the present action against the defendants in December, 2012. Thereafter, G died during the action's pendency, and M, as executrix of G's estate, was substituted as a defendant. The trial court rendered judgment in favor of the plaintiff as against L Co., but not against M, individually or as executrix. On appeal, the plaintiff claimed, inter alia, that the trial court improperly concluded that M could not be held personally liable for the plaintiff's damages pursuant to the theory of successor liability. Held: 1. The plaintiff could not prevail on its claim that because M failed to obtain approval from the Liquor Control Commission for her acquisition of G's interest in L Co., as required by state regulations, for the time prior to January 8, 2013, when the commission approved the transfer of the interest, M was operating B Co. in her individual capacity from August, 2012, until January, 2013, and was liable to the same extent as L Co. under a theory of successor liability: the plaintiff failed to provide any authority for its position that a party may seek to enforce a liquor control regulation by means of a private cause of action, or its claim that under the applicable statute regulation (§ 30-6-A4), an unapproved transfer of interest in a corporate backer of a liquor permit exposes the transferee to p