Crazy title for a post, right? Well, it’s even crazier that a person COULD do it here in Maryland. It could have just as easily been YOU who bought the name, but it’s probably more interesting of a story that it is me who has. You will understand why I did it in just a moment, and then you won’t be so surprised that I did it like I know she will be when she finds out.
You see, I did it in order to make and prove a point. Any good mystery shopper has one overall mandate: to gain and have a representative experience and report it. In a prior post, I discussed how the very popular Limited Liability Company structure (a potential money-maker for Maryland) isn’t really generating the revenues that it could for our fine state as a result of what I will call a loophole. Checking with Merriam-Webster, I find that it is “an error in the way a law, rule, or contract is written that makes it possible for some people to legally avoid obeying it.” I’m assuming we’re talking loophole because there is a written law that is being disobeyed, but maybe it’s just a lack of enforcement that enables it. Being that I am familiar with the Maryland LLC and know many people who also operate one, I became interested in what one can and cannot do with one. For those of us that pay the annual filing fee of $300 to keep it viable and in good standing, wanted to know if it really matters whether you do. In other words, is it just a “nice thing to do” to file the report and pay the fee to Maryland, or is it perhaps optional?
This matter potentially affects many more of you than you might suspect. Did you enter into a contract with an LLC? Do you know if it was a legal entity when you did? If your written contract was executed when the LLC wasn’t in existence, do you think you have an enforceable contract if something goes wrong? You see, this is a consumer protection issue for Marylanders as well as a legal one. Remember, it is THE most popular business entity in our state. You have likely transacted with many of them. Hopefully, it ended well. Please check with the State Department of Assessment and Taxation (link is HERE) before you go into business with any entity. You may be surprised by what you find. I was.
That’s exactly how I found out that my ex’s attorney was operating her LLC as if it was a viable entity that it wasn’t. How surprising it was for me to find that an attorney championing a cause for a defunct LLC in a derivative lawsuit, would be doing so while filing papers with the courts, the Maryland Bar Association, the Client Protection Fund, clients, etc in the name of her own defunct LLC. When I found this out in late 2012, I figured that it was just an oversight of hers. Surely, some mistake had been made, though I didn’t know who had made it. It wasn’t until this same woman, Darlyn R. McLaughlin, continued to file things and make appearances in both Maryland and Federal courts, that I began to suspect that it really didn’t matter if an LLC in Maryland was legitimate or defunct. It could continue to operate regardless. Something about the Maryland Attorney Grievance Commission’s words of it being “meritless” to pursue something against her, suddenly makes sense. It does not appear to be within their jurisdiction or field of interest about such matters.
Maryland courts care about whether a company is in good standing in order for them to have the right to be a plaintiff in a lawsuit. Yes, it is a RIGHT to be able to use the courts in order to seek redress. Only, it appears that attorneys do not need to be in good standing in order to use those same courts to file suit for the clients paying them. FLASHING NEON LOOPHOLE. I started with this:
So, it does exist! Well, no, only the courts, other attorneys, clients (potential and current ones), and anyone who goes to her LinkedIn profile will think that it exists. SDAT stopped thinking that back in 2011 when they told her that they forfeited that LLC for the failure to file a return for 2010. I can understand the August 2011 transaction, sort of. I’m sure there are warning letters that go out before the “department action-forfeiture”, but I know for sure that one knows when they DO NOT file their required annual reports. When one changes their address for letterhead, such as that done in the documents above and with banks, etc, you would think that Maryland is on that list.
I did let the Attorney Grievance Commission know about this. TWICE. Granted, I am not the one who has entered into a contract and written a check out to retain her LLC law firm that doesn’t exist. I am curious though how an LLC that doesn’t exist does its’ taxes year after year? That’s both sets, Maryland, since you get one too. Is it possible that a person can transact business and take in monies into a bank account in the name of an LLC, and not report it to the IRS or the Maryland Comptroller? Well, the answer to that is YES! A company can keep its’ bank account open, transact business with it, and NOT file Federal or Maryland tax returns for the activity. LOOPHOLE.
If anyone had any question as to whether a Maryland LLC called “The Law Offices of Darlyn R. McLaughlin, LLC” exists and is a legal entity under any amount of control by Ms. McLaughlin, the answer is NO. Identical business names cannot exist for business entities in the same state. Consumers have to know who is responsible in case something goes wrong and they need to file for redress. If she owned it, I wouldn’t have been able to buy it… and so I DID:
NOW, it’s legitimate. It’s just not legitimately hers to use…
Maybe I can sell it to her? She knows how to reach me.
Yes, an attempt at a peace order was done by this attorney, in Carroll County. It was denied. I have attached the documents below. Wow…. she wrote “..the name of my former business, which I forfeited..”. So, I got that part correct, it seems.
On another note, I have to write this about the First Amendment. There isn’t anything in what I have posted that is false. It would be nice if someone could be made to “cease and desist any use of my name for any reason whatsoever”, but here in the United States, that goes against the First Amendment. I suspect you knew that, Ms. McLaughlin, seeing as you studied law and passed the bar. If you believe this to impede on your rights, a Petition for Peace Order isn’t the way to do it. That same First Amendment is protecting you from your derogatory use of my sexuality to achieve your goals. Luckily, courts have reversed their opinions on the use of “gay” of late. Where your use was needed in this attempt at peace, I’m not clear. But I do know that you are held to a higher standard than me, and your use of it shows more about who YOU are than anything else. I will refer you to the following website which covers this issue for our next generation. I don’t know if you are a person who simply tolerates us, but lets secret wishes that we were something else slip out on occasion, but many could use a refresher on why it’s not okay to do what you did. HERE it is.