David R. Nicholson, Builder, LLC v. Jablonski
163 A.3d 1048
| Pa. Super. Ct. | 2017Background
- Appellant David R. Nicholson, Builder, LLC (a single‑member LLC) appealed a Magisterial District Judge (MDJ) money judgment entered for appellees Jablonski and Vogel. The sole member, David Nicholson (non‑lawyer), filed the appeal and initial complaint pro se in the Court of Common Pleas.
- The MDJ judgment was entered February 3, 2016; Nicholson filed a notice of appeal and pro se complaint on February 26, 2016.
- Appellees filed preliminary objections arguing Nicholson (a non‑attorney) could not represent the LLC in the court of common pleas and thus the filings were legal nullities; they also argued any subsequent counseled complaint was untimely.
- Nicholson filed a counseled complaint on April 4, 2016 (after the preliminary objections), which appellees also challenged as untimely.
- The trial court sustained appellees’ preliminary objections, struck the de novo appeal, and dismissed the complaint as untimely. Nicholson appealed.
- The Superior Court affirmed, holding (1) an LLC generally must appear in the court of common pleas through licensed counsel (even if single‑member), and (2) Nicholson’s attempted cure by filing a counseled complaint was untimely under the MDJ appellate rules, so the court lacked jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a single‑member LLC may be represented pro se by its sole member in court of common pleas on a de novo appeal from an MDJ | Nicholson: as sole member/agent he may represent the LLC; preparing/filing did not constitute unauthorized practice of law | Appellees: LLC must be represented by counsel; non‑attorney filings are legal nullities and deprive court of jurisdiction | Held: LLCs (including single‑member) generally must be represented by licensed counsel in courts of common pleas; Nicholson’s pro se filings were invalid |
| Whether a pro se notice of appeal filed by a non‑attorney on behalf of an LLC is a prohibited act requiring the appeal to be stricken | Nicholson: notice of appeal should be treated as valid because filed within 30‑day MDJ appeal period | Appellees: pro se notice is void; filing by non‑attorney cannot perfect appeal | Held: Pro se notice by non‑attorney for LLC is ineffective; appeal was properly stricken |
| Whether filing a counseled complaint after preliminary objections cured the defect of the initial pro se filings | Nicholson: curtial defect cured by timely counseled amended complaint; appellees suffered no prejudice | Appellees: counseled complaint was filed outside the MDJ appellate time limits and cannot cure jurisdictional defect | Held: Counseled complaint was untimely (filed after applicable 20‑day period) and did not cure the defect; appeal remained unperfected |
| Whether the court abused discretion or erred in sustaining preliminary objections and dismissing complaint | Nicholson: court erred; outcome should be reinstatement and remand | Appellees: court correctly applied rules and precedent; dismissal appropriate | Held: No error or abuse of discretion; Superior Court affirmed trial court’s order |
Key Cases Cited
- Walacavage v. Excell 2000, Inc., 480 A.2d 281 (Pa. Super. 1984) (corporations must appear through counsel; rationale applies to other business entities)
- Shortz v. Farrell, 193 A. 20 (Pa. 1937) (corporation cannot appear in propria persona; only by counsel)
- Missett v. Hub Intern. Pennsylvania, LLC, 6 A.3d 530 (Pa. Super. 2010) (LLC is distinct legal entity analogous to corporation)
- Indep. Tech. Servs. v. Campo’s Exp., Inc., 812 A.2d 1238 (Pa. Super. 2002) (appellant must perfect MDJ appeal in common pleas by filing timely complaint)
- Rambo v. Greene, 906 A.2d 1232 (Pa. Super. 2006) (standard of review for sustaining preliminary objections)