What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?

Allen Matkins
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Allen Matkins

In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies:

There are nearly nine thousand references to the phrase “limited liability corporation” in court cases. . . .  Most recently, Justice Samuel Alito scribed an op-ed that was published in The Wall Street Journal where he misused the
term. . . .

An LLC by Any Other Name Is Still Not a Corporation, 54 Seton Hall L. Rev. 1105 (2024).  The article points out that it is not just courts making this mistake.   For example, the game show Jeopardy! accepted “What is a limited liability corporation?” as the correct answer.   

The authors also take issue with the name of the California Corporations Code:

Partnerships and LLCs are not corporations and are “unincorporated.”  It is misleading to have this section of the code
called “Corporations” and then house unincorporated entities within it. 

While I agree that the California Corporations Code is not precise, that imprecision predates California's adoption of its first limited liability company act.  However, I don't believe that there suggested names, “Corporations and Unincorporated Associations Code" and “Corporations and Other Companies Code", would be more more accurate.  The Corporate Securities Law of 1968, for example, is included within the Corporations Code.

[View source.]

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