So LLCs are a thing, and the first word in there is “limited,” and the second word is “liability.” That means what you’d think it means. If you sign an agreement where an LLC agrees to pay you money and the LLC doesn’t pay you money, then you can sue the LLC but you can’t sue its members. Sometimes. Depending.
One of the times where you can sue the LLC’s members is if you have a personal guaranty where the member of the LLC agrees. Simple enough - pure contract law. If you agree to something, it’s hard to say you didn’t agree to that thing.
But there’s always an edge case. Take for instance a form that says “Corporations must complete the following form” and then says “[person] hereby declares that the [sic] guarantees the performance of all terms and conditions for the herein above described agreement [. . .]. What’s that mean?
Well, there are a couple different interpretations. One is that Person is responsible for the debts of Company. The other is that Person guarantees that Company will pay Company’s obligations. And here we end up with two different rules of construction. The first is that if you write something, it’s on you to write it clearly. The second is that if we’re going to make a person liable for the debts of the company, it had damn well better be clear. When you look at the guarantee in that light, it becomes pretty clear that it isn’t effective to make a person liable for corporate debts. If it had said “he guarantees instead of “the guarantees” then maybe it’s a different answer. Just one letter. Rough.
And so finding, the Louisiana First Circuit found that the person doesn’t owe the company’s debts.