The owners/officers of a small HVAC business contracted to install an air-conditioning system in a newly constructed residence. Sometime before completing the job, the corporation was involuntarily dissolved. The officers continued to work on the project despite the corporate dissolution. The plaintiffs bought the home and found the air-conditioning to be defective. The plaintiffs sued the corporation as well as the officers for the work that they completed after the corporation was dissolved.
In analyzing the personal liability of corporate officers, the court noted that personal liability may be imposed on officers of dissolved corporations for debt incurred by the business during a period of corporate dissolution. However, the court found that the Illinois Business Corporation Act permits officers to wind up corporate affairs without incurring personal liability. The court found that the officers' actions in simply finishing a job that was already started were consistent with an effort to wind up the corporation and that personal liability did not attach.
Forsythe-Fournier v. Isaacson, 368 Ill.App.3d 674 (1st Dist. 2006).
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