## Facts

- Multiple independent contractors performed services for Thinktank, LLC, a web design/marketing company allegedly owned and managed solely by Michael Topel.
- Thinktank was involuntarily dissolved by the Illinois Secretary of State effective May 30, 2002 for failure to file an annual report.
- Plaintiffs alleged Topel continued operating Thinktank and incurring obligations after dissolution, through late August 2002.
- Around August 30, 2002, Topel allegedly informed workers that Thinktank was ceasing operations; Thinktank did not pay plaintiffs for completed work.
- Plaintiffs sued Thinktank and Topel for breach of contract, unjust enrichment, and account stated, seeking to hold Topel personally liable for obligations incurred after dissolution.

## Issues

1. Whether the Illinois Limited Liability Company Act permits personal liability of an LLC’s member/manager to third parties for obligations incurred on the LLC’s behalf after the LLC’s involuntary dissolution.
2. Whether a court may impose such liability by importing or implying corporate-law post-dissolution liability concepts where the LLC Act contains no analogous provision.

## Decision

- The appellate court affirmed dismissal of all claims against Topel with prejudice.
- The court held the Illinois Limited Liability Company Act did not impose personal liability on Topel for Thinktank’s post-dissolution obligations to plaintiffs.
- The court declined to infer a corporate-style personal-liability rule for unauthorized post-dissolution business activities in the absence of express statutory text.
- The court acknowledged the resulting hardship to plaintiffs but treated any change to the liability scheme as a legislative matter.

## Legal Principles

- Under the Illinois Limited Liability Company Act, members and managers are generally not personally liable for LLC debts unless the Act expressly provides otherwise.
- Dissolution and winding-up provisions authorizing continued existence for limited purposes do not, by themselves, create third-party personal liability for members/managers.
- Courts apply the statute’s text as written and do not add remedies or liability rules by analogy to corporate statutes when the legislature chose not to include them.
- Legislative removal of language linking LLC member/manager liability to corporate shareholder/director liability supports a stronger statutory limited-liability shield.

## Conclusion

The court held that an LLC’s involuntary dissolution does not, without an express statutory basis, make a member or manager personally liable to third parties for post-dissolution obligations incurred in the LLC’s name, and courts will not create such liability by analogy to corporate law.


Puleo v. Topel, 856 N.E.2d 1152 (Ill. App. Ct. 2006)