Naming Parties in Equine Contracts
Naming the parties of a contract is a very important but often overlooked provision to equine sale contracts. Naming the incorrect parties or naming the parties incorrectly can have disastrous results, especially when trying to enforce the contract after a party defaults. But how do you name the parties to an equine sales contract?
First, you must determine if the party is a business entity or an individual. It is important to find out exactly who owns the horse before entering into a sale contract. If the party is a business, it is good to do a quick search in Michigan's Department of Licensing and Regulatory Affairs (LARA). To search Michigan's business records, follow this link: https://cofs.lara.state.mi.us/SearchApi/Search/Search. By doing a quick search, you can verify the legitimacy of any entity before executing a contract.
Second, if the party is a business entity, determine who can sign on behalf of the entity. Not every employee or agent can bind the business entity by signing contracts. You want to verify that the person signing on behalf of the entity has the authority to do so. It is essential to find out in what capacity the agent is signing in. The most common capacities include authorized member and managing member for LLCs and President/Vice President/Director for corporations. For corporations, running a search through the Department of Licensing and Regulatory Affairs will allow you to see the corporation's board of directors and verify that the potential signor is a member of the board of directors of this company. Keep in mind that this will not be true for LLCs in Michigan. In Michigan, public records do not list the members of LLCs, even the managing member, so a LARA search would not provide the names of members with authority to bind the LLC.
Once you've determined the capacity of the signor, whether that be an authorized agent on behalf of a business entity or an individual, the next step is to name the parties correctly in your contract. Generally, it is advisable to name the parties in the first paragraph of any contract. This paragraph should also include the legal addresses of the parties. If the party is a business entity, you can verify that their address matches the address registered with the State of Michigan through the Department of Licensing and Regulatory Affairs. If the party is an individual, use their home address.
It is very important to have addresses of both the seller and buyer included in the contract. In the event of a default (where someone "breaks" the contract), you might need to provide notice before pursuing other remedies. By including the addresses of the parties in your contract, you will not be able to lose the address for notices or other correspondence.
After determining the capacity of the signors and including the addresses of the parties in the first paragraph of your contract, it is crucial to format your signature lines correctly. The signature line for a business entity should reflect the following format:
NAME OF BUSINESS ENTITY
By: Name of Signor
Its: Capacity of Signor
For example, a signature line for Best Horses, LLC by Julie Star would look like:
BEST HORSES, LLC
By: Julie Star
Its: Managing Member
While not the most exciting of equine sale contract provisions, correctly identifying the entities and individuals that are parties to the contract is crucial. Failing to correctly name a business entity can deprive the individuals of the liability protection they receive by being an entity. In conclusion, naming the parties is a crucial part of an equine sale contract that is often overlooked by both buyers and sellers. Following this guide, you can correctly identify and title each party, protecting both the buyer and seller.
Nothing in this article constitutes legal advice. If you have a question or issue, please reach out to Matilda M. Kull, equine attorney, at email@example.com.