Primary Investments, LLC v. Wee Tender Care III, Inc.
Court of Appeals of Georgia
323 Ga. App. 196 (2013)
Marguerite O'Brien signed an asset-purchase agreement on behalf of Primary Prep Academy, LLC (defendant), selling the business to N&N Holdings (plaintiff), with a noncompetition clause barring "neither [Primary] nor its agents" from competing nearby for one year; the O'Briens (defendants), Primary's members and managers, were never individually named or signatories to the agreement, yet later formed a new competing childcare business, prompting N&N Holdings and Wee Tender Care (plaintiffs) to sue them personally for violating the noncompetition clause.
Whether the inclusion of the term "agents" in a contract signed on behalf of a limited-liability company individually binds the company's members and managers to the contract.