Palisades Acquisition I, LLC. v. Cadiente, 081505 AKDC, 1JU-05-521 CI
|Docket Nº:||Case : 1JU-05-521 CI|
|Opinion Judge:||KEITH B. LEVY District Court Judge|
|Party Name:||Palisades Acquisition I, Llc, Plaintiff(S), v. Andres F. Cadiente, Defendant(S).|
|Case Date:||August 15, 2005|
|Court:||District Court of Alaska|
ORDER DENYING MOTION TO DISMISS
Defendant Andres Cadiente has filed a motion to dismiss plaintiff Palisades Acquisition's complaint on the basis that Palisades is statutorily prohibited from bringing this action to collect a debt. As explained below, the statutes cited by Cadiente do not prevent Palisades from suing in Alaska and therefore the motion to dismiss is denied.
Plaintiff Palisades Acquisition I, LLC, is a limited liability company organized under the laws of New Jersey and the United States. Palisades is not registered in Alaska. Defendant Andres Cadiente opened a Providian National Bank credit account which Palisades alleges is in default. Providian made an assignment of the account to Palisades, which now owns the account. As an assignee of Providian, Palisades brought this action against Cadiente to collect the debt.
1. Palisades Is Not Prohibited From Maintaining This Action As A Foreign Limited Liability Company
Cadiente argues that Palisades, as a foreign limited liability company that is not registered in Alaska, may not bring suit in Alaska. He relies on AS 10.50.675(a), which provides:
A foreign limited liability company conducting affairs in this state may not maintain an action or other proceeding in a court of this state until it has registered in this state. Palisades argues that this provision may not be interpreted to regulate Palisades' activities here because, under the Commerce Clause of the United States Constitution, Alaska does not have the power to regulate entities not doing business in Alaska.
The court finds that there is no need to reach the Commerce Clause argument in this case because the statute relied upon by Cadiente does not preclude Palisades from bringing this lawsuit. Under AS 10.50.675(a), Palisades must register in Alaska before bringing suit only if it is conducting affairs in Alaska. Although the Alaska Revised Limited Liability Company Act (AS 10.50) does not define the term conducting affairs, it does list certain activities that do not constitute conducting affairs in Alaska. Maintaining or settling a court action or...
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