Case 1 - Constance Barr was the sole owner of The Stone

Case 1

Constance Barr was the sole owner of The Stone Scone, a business operated as a sole proprietorship. Based on documents signed by Barr on behalf of The Stone Scone, Fleet Bank approved a $100,000 unsecured small business line of credit for The Stone Scone. Fleet Bank sent a letter addressed to Barr and The Stone Scone, which stated, “Dear Constance H Barr: Congratulations! Your company has been approved for a $100000 Small Business Credit Express Line of Credit.” The bank sent account statements addressed to both The Stone Scone and Barr. For four years, Fleet Bank provided funds to The Stone Scone. After that time, however, The Stone Scone did not make any further payments on the loan, leaving $91,444 unpaid principal. Bank of America, N.A., which had acquired Fleet Bank, sued The Stone Scone and Barr to recover the unpaid principal and interest. Barr stipulated to a judgment against The Stone Scone, which she had converted to a limited liability company, but denied personal responsibility for the unpaid debt. The trial court found Barr personally liable for the debt. Barr appealed.

Issue
Is Barr, the sole owner of The Stone Scone, personally liable for the unpaid debt?

Language of the Court
The trial record contains sufficient evidence that Barr is personally liable for the debt owed to Bank of America. The evidence demonstrates that, at the time Barr acted on The Stone Scone’s behalf to procure the small business line of credit, she was the owner of The Stone Scone and the sole proprietor of that business. An individual doing business as a sole proprietor, even when business is done under a different name, remains personally liable for all of the obligations of the sole proprietorship. As the sole proprietor of The Stone Scone when that sole proprietorship entered into the agreement for a line of credit with Fleet Bank, Barr became personally liable for the debts incurred on that line of credit account.

Decision
The supreme judicial court affirmed the trial court’s judgment that held Barr personally liable, as the sole proprietor of The Stone Scone, for the sole proprietorship’s unpaid debt owed to Bank of America.

Critical Legal Thinking Questions

Why are sole proprietors personally liable for the debts of their business?

Did Barr act ethically in denying responsibility for The Stone Scone’s debts?