Life is...... part 2
Sunday, February 1, 2009 at 12:12PM In the last posting I told of a friend who was contacted by an attorney concerning one of his long defunct corporations that the attorney wanted him to reinstate (see posting below). My friend said no, and I said betcha they will find another way to solve their problem. Well, it didn't take long..... now all they want is an assignment from my friend of the promissory note. Since the assignment says in effect "whatever I got (concerning the note) you can have" -- basically a quitclaim, there is no problem with that.
The joke is the line of reasoning used by the attorney. He says that "since you are the sole director, the obligations and rights of the defunct corporation inure to you". Bull. The directors are just appointed, etc. by the stockholder(s). And this lawyer has NO idea who owned the stock of the (defunct) corporation. All he wants is an excuse to bill his client (Citibank) for kinda maybe solving the problem.
It was cute tho', the way the attorney hid the quitclaim aspect in the assignment. It didn't mislead my friend, who spotted it right away, but Citi will never see it. Shucks, it says "Assignment" at the top of the page, so the clerk at Citicorp who gets it will think that's what it must be, right?
The assignment of course had all the standard up-the-bill multiple comma'd big sentences -- and buried in the middle, says "hereby assigns........ his interest......". That one three letter word "his" takes ALL the juice out of it. You or I could have signed it and it would have the same value (none).
The only thing I can't figure out is whether the attorney even knows what he did. We'll never know, most likely. Maybe I will copy the form and label it at the bottom "Standard Citicorp Assignment Form". Might come in handy some day....

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