In a decision offered by the Second Circuit Court of Appeals, a pro se litigant is unable to bring claims on USChina Channel LLC (USChina), as the last member of USChina, an United States-based company, under Connecticut General Statutes (C.G.S) § 34-267a(c).
The plaintiff, Andrew Chien, a US citizen of Connecticut, on behalf of USChina brought suit against the defendants, Future Fintech Group Inc., HongKe Xue (Fintech's CEO), and Barron Capital Advisors, LLC, in the U.S. District Court for the District of Connecticut.
C.G.S § 34-267a became effective in July 2017 and provides that “the legal representative of the last person to have been a member may wind up the activities and affairs of the company,” even if that person is a pro se litigant. Yet the district court granted the defendants motion to dismiss on the basis that a pro se litigant cannot prosecute claims on behalf of a company or LLC. Mr. Chien sought an appeal, and the Second Circuit reviewed the claim de novo. The court first looked to the text of the statute to determine if the statute was vague. The court found that the statute was not vague and was explicit in its meaning of “the legal representative of the last person.” Specifically, a “legal representative” and a “person” are not equivalent terms. Lattanzio, 481 F.3d at 139. Specifically, a legal representative strongly suggests an attorney while a “person” is synonymous with layperson. Id
In Lattanzio, the court held that a “layperson may not represent a separate legal entity” and “a limited liability company also may appear in federal court only through a licensed attorney.” Id. Furthermore, 28 U.S.C. § 1654 “does not permit unlicensed laymen to represent anyone else other than themselves.” Id. In the initial analysis of Mr. Chien’s claim, the district court reflected that Mr. Chien had not established any legal argument or general principle for the right of self-representation in context to corporate law. Therefore, while C.G.S. § 34-267a seems to imply that a person of any representation may “wind up the activities and affairs of the company,” the Second Circuit interprets representative referring strictly to that of a lawyer. Thus, as pro se, Mr. Chien lacked the required standing to present his case to the federal court on behalf of the company.
