An Interesting Case on Registered Agents

An Interesting Case on Registered Agents

 

It is entirely possible that the phrase “An Interesting Case On Registered Agents” is a phrase that has never been a uttered. In fact, issues dealing with registered agents and offices are typically mechanical. However, I recently stumbled upon a case that demonstrates the importance of precision with respect to identification of the registered agent. Pickens v. Aahmes Temple #132, LLC, 104 N.E. 3d 507 (Ill. App. Ct. (5^th) May 18, 2018).

 

Pickens alleged that she suffered a slip and fall at a nightclub operated by Aahmes Temple #132, LLC. She filed suit, and was awarded a default judgment. After a significant passage of time, the LLC finally answered, seeking to have the default set aside on the basis that the complaint had never been delivered to its registered agent. Ultimately, that argument would be unavailable.

 

The LLC had identified as its registered agent “Jesse Gurley” and provided a residential address for him. It later came to pass that in fact there were three gentlemen at that address with the name Jesse Gurley they being, respectively, III, IV and V. “The defendant intended that it’s registered agent was to be Gurley IV, but the defendant’s designation of its registered agent did not include a suffix to distinguish which of the Jesse Gurleys located at its registered office was its registered agent.” It was ultimately determined that the complaint had been served upon Jesse III. The court recounted that:

According to Bouas [process server], the person who answered the door and identified himself as Jesse Gurley, accepted the service of the summons and complaint, and did not indicate he was the incorrect person or that he did not understand what was presented to him.

A number of other pleadings in the matter, including the application for a default judgment, were likewise served at the Gurley residence, apparently none of them being actually delivered to Gurley IV.

Responding to the effort to have the default judgment set aside, the court imposed upon the LLC the consequence of not clearly identifying the registered agent, writing:

In the present case, as noted above, the defendant’s articles of organization set forth “Jesse Gurley” as its registered agent and set forth Gurley III’s home address as its registered office. Although Gurley IV testified that the defendant intended to name him as its registered agent, not Gurley III, the defendant’s articles of organization failed to make such a distinction. The process server relied on the defendant’s representations to effect service of process on the company, and the process server complied with the defendant’s express representations with respect to both the exact name and location of its registered agent. Service on a person bearing the exact name as the company’s registered agent and located at the exact address of the company’s registered office is service that is calculated to give the defendant fair notice of the pending lawsuit. Based on the statutory scheme outlined above, we believe that the legislature intended for such service to be effective under section 1–50 of the Limited Liability Company Act.

Had the defendant identified its registered agent as Jesse Gurley IV or had the process server served Gurley III at a location other than the defendant’s registered office, our conclusion might be different. Here, however, the process server delivered the summons according to the defendant’s directions. If the defendant’s statutory obligation to establish its registered agent and registered office is to have any meaning, then service on a person having the exact name as the defendant’s registered agent and located at the exact address of the defendant’s registered office has to be effective service. The defendant had absolute control concerning the identification and location of its registered agent; it cannot now escape the consequences of the manner in which the summons was delivered when it was delivered in accordance with its own manifestations of agency.