Naming Correct Business Defendant

The Importance of Naming the Correct Business Defendant

December 17, 2020

One of the earliest hurdles to overcome in filing a lawsuit is naming the proper defendant. It is important to name the proper business entity in a lawsuit. In the same way, you can distinguish the name Sara Anderson from Sarah Andersen, you can distinguish the names of business entities with similar names.

By law, North Dakota business entities, including corporations, limited liability companies, professional organizations, and similar business entities, must submit the name of the entity to the North Dakota Secretary of State. The entity’s name must not be “deceptively similar” to another business name. The reason is so that the general public can keep track of the varying business names and not confuse one company for another.

Let’s use “Johnson Construction” as an example. A homeowner decides to use Johnson Construction for a remodeling project because the homeowner has seen the company’s trucks driving around town and heard the company’s jingle on the radio. Johnson Construction does a poor job and the homeowner needs to take legal action to sue Johnson Construction.

If one were to enter the name “Johnson Construction” into the business search tool provided by the North Dakota Secretary of State, a list would populate with 52 entries. These entries include corporations, limited liability companies, fictitious partnerships, and trade names. Some of the businesses are active and in good standing, meaning they are currently authorized to do business in North Dakota, and some are not. This illustrates why it’s important to know the company’s legal name, not just its commonly used name. The homeowner could end up suing Walt Johnson Construction, Inc. from Alexandria, Minnesota instead of Wesley Johnson Construction LLC from Williston, North Dakota. Even more confusing, Johnson Construction is the registered trade name owned by Michael Johnson of Rolla, North Dakota.

It gets even more complex if a company uses the same name but differentiates by using numbers. I don’t mean to pick on Ashtabula Wind, but the following companies are each based out of Juno Beach, Florida, each is separate legal business entities, and each is active and in good standing in North Dakota:

  • Ashtabula Wind I, LLC
  • Ashtabula Wind II, LLC
  • Ashtabula Wind III, LLC
  • Ashtabula Wind IV, LLC
  • Ashtabula Wind V, LLC

Companies that use numbers in their names may also cause confusion. At various times, businesses in North Dakota have been registered with the following similar names:

  • 123 Corp.
  • 123, Inc.
  • 123 ID, Inc.
  • 123 Brothers, LLP
  • 123 Clean LLC
  • HR 123, LLC
  • Minot 123 LLC

The point of all this is to illustrate that the name of the company on the side of the truck or the top of the invoice may not be the legal business entity name of the defendant. If a plaintiff is suing a business entity, the plaintiff needs to be certain the defendant named in a lawsuit is the business entity against whom the plaintiff has a claim.

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