For the last several years, I have been commenting on the judicial confounding of limited liability companies and corporations. See What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?, The Too Too Unpardonable Fault Of Conflating LLCs And Corporations, and LLCs And Corporations - Another Judicial Mash-Up. Recently, I came across yet another egregious mergence of the corporate and LLC forms:
Here, three Defendants, including Defendant Prime Administration, LLC, are incorporated in Delaware, and therefore the Court applies Delaware law in its alter ego analysis to determine whether veil-piercing is appropriate.
Leaser v. Prime Ascot, L.P., 2025 WL 1330565 (E.D. Cal. May 7, 2025) (emphasis added). Delaware LLCs are not incorporated, they are formed. See Del. Code Tit. 6, § 18-201. The failure to distinguish between the types of entities is not just confusing, it can lead courts to apply the wrong statutes. For example, the court in Anbang Group Holdings Co. Limited v. Zhou, 2023 WL 4955119 cited a statute applicable to LLCs in respect of a corporation.
Word choice is important with respect to the manner of creation is also important in theology. For example, the Nicene Creed states that Jesus was γεννηθέντα, οὐ ποιηθέντα (begotten not made).
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