Our client paid a fee to a company that was to provide certain services. The contract stated that the fee would be refunded if certain specified goals were not met by certain dates. When those performance goals were not met, our client gave notice as required by the contract and requested the promised refund several times. The repeated refund requests were ignored and our client asked for our help. We discovered that the company’s corporate charter had been forfeited for failure to pay franchise taxes several months prior to our client signing the contract and paying the fee. Instead of suing the company, we sued the company’s president personally because under the Texas Tax Code officers and directors of corporations and limited liability companies are personally liable for debts that the company incurs while its corporate charter is forfeited. This case was settled to our client’s satisfaction.
