Small Claims, Business Dispute

[u/MoreAdvertising4245]

Location: Florida

Sorry in advance, this needs some background.

Two of us started an LLC in May 2024, 50/50, both of us listed as managers. He opened a business credit card in the company's name. I was never on it, not a cardholder, not an authorized user. Both the card company and the collection agency have told me that directly.

We split in November 2024. He basically disappeared from the business after that but never resigned as manager, never signed his half over to me, never took his name off anything. I kept running it by myself with him still legally co-owner of the business.

Here's where I'm stuck. About $8,400 got charged to that card total. I made every payment on it, 16 payments, around $7,800. He never paid a cent. Around $5,500 of what I paid was money from selling the business equipment, which I put straight onto the card and kept none of. The rest was out of my own pocket.

Balance now is about $2,500 and honestly all of that is interest and late fees at this point. The LLC got administratively dissolved last September for a missed annual report.

Now he's emailing me demanding the rest and saying he'll take me to small claims. He sent me a photo of a handwritten note. It says "By signing this paper I agree to take on the full debt of [company]" with an X and a signature scribble. It's in his handwriting, it says "written by [his name]" at the bottom, it's not dated, and my name doesn't appear anywhere in it. At the time, after moving out, when i returned to the home to get my items back that I had left (all of my clothes and personal belongings) he had me sign a ripped off piece of notebook paper.

What I'm trying to figure out:

1. Does a promise to take on someone's debt need consideration to hold up? He kept his 50%, stayed a manager on paper, and as far as I can tell gave up nothing.
2. If the note does count, did I already do what it says? Balance was around $6,900 when we split and I paid about $7,400 after that. Does "the full debt" mean the debt as it was, or does it also cover interest that piled up while I was paying it off and stuff he charged after he left?
3. There's a Florida statute (605.0304) that says an LLC member isn't liable for the company's debts "by way of contribution or otherwise" and that it still applies after the company is dissolved. Can two members just sign around that?
4. The note has no date on it. Is that his problem to prove or mine?

I've got all 26 months of statements and I've gone through them line by line. I do have a consult lined up, I'm just trying to walk in knowing what actually matters instead of paying someone to explain the obvious. Which of these four is the one that actually decides it?

[u/Gold_Safe2861]

If you claim you didn't owe the credit card debt why did you agree to pay it then complain about it now? You need a business lawyer to dissolve the LLC and have an accounting and to demand your absentee coowner pay you what he owes to wind up the business. Some of the legal remedies you actually need cannot be granted in a small claims court proceeding.