John Hildreth was the sole shareholder, director, and officer of a New Jersey corporation known as HCE,

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John Hildreth was the sole shareholder, director, and officer of a New Jersey corporation known as HCE, Inc. (HCE-NJ). The corporation engaged in the construction business as a subcontractor on various commercial construction projects. It began doing business in Maryland. Hildreth did not register HCE-NJ in the state as was required by Maryland law. Registration requires that the corporation have a resident agent in Maryland and that it certify the address of the corporation and the name and address of the resident agent. When HCE-NJ began to do business in Maryland, there was already existing a Maryland corporation by the name of HCE, Inc. (HCE-Md). It was properly incorporated in the state and had no connection with Hildreth or HCE-NJ. 


Soon after HCE-NJ began doing business in Maryland, HCE-Md began receiving calls from suppliers with which it had no connection, complaining about unpaid bills, as well as suit papers intended for HCE-NJ. Ultimately, the Maryland corporation’s president learned of Hildreth’s existence and threatened legal action if Hildreth did not stop using the HCE name immediately. Such use did not stop. Instead, Hildreth registered NCE-NJ with the Maryland Department of Assessments and Taxation. By this time, HCE-NJ stopped making payments on a crane it had been leasing from Tidewater Equipment Company. That company then claimed Hildreth was personally liable. Is Hildreth personally liable on the lease agreement? Explain.

Corporation
A Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...
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Law for Business

ISBN: 978-1259722325

13th edition

Authors: A. James Barnes, Terry M. Dworkin, Eric L. Richards

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