By Rachel Feinstein
One benefit of creating Limited Liability Company (“LLC”) is that the business entity protects the individual owner(s) from personal liability. Specifically, Va. Code § 13.1-1019 expressly states that “no member, manager, organizer or other agent of a limited liability company … shall have any personal obligation for any liabilities of a limited liability company, … solely by reason of being a member, manager, organizer or agent [thereof].” (emphasis added). However, various courts throughout the Commonwealth have held that this protection is not absolute, and in Justin Luna, Judge Oblon held that an individual who is “the sole member of a single member LLC, who is a professional, may be individually liable for his own wrongful acts as a supplier under the VCPA, even if he performed them on behalf of his LLC.” Justin R. Luna v. Autobhan Motors LLC, et al., Case No. CL-2023-0016672 (Va. Cir. Apr. 06, 2026) (emphasis added).
In this case, Autobhan Motors, an LLC and independent car dealership, purchased a used vehicle at an auction, and later sold that vehicle to the Plaintiff, Justin Luna. While the auction house informed Autobhan that the vehicle had structural rust, Autobhan, via its sole member, owner, and salesperson Shams Behgoman, failed to disclose this defect to Mr. Luna at the time of resale. After the purchase, Mr. Luna immediately began experiencing issues with the vehicle, and upon taking the vehicle to another mechanic, learned of the structural rust. Mr. Luna proceeded to sue Atuobhan and Mr. Behgoman, individually, for fraud and violations of the Virginia Consumer Protection Act (“VCPA”). Mr. Beghoman moved to strike Mr. Luna’s VCPA claims against him, individually, because the LLC sold the vehicle, not him. As such, Mr. Beghoman argued, under the VCPA, the relevant “supplier” is Autobhan, and he cannot be held individually liable.
In his analysis, Judge Oblon relies on two cases in particular when discussing exceptions to the statutory protections provided under the Virginia Code to members and agents of an LLC – VanBuren v. Grubb, 733 S.E.2d 919 (2012) and Truc “Curt” Tran v. Indus. Dev. Auth of the town of Front Royal, 0277-23-4 (Va. App. Oct. 08, 2024). First, in VanBuren, the owner of a dental practice was held individually liable for the wrongful termination of an employee because the owner performed the wrongful acts (the sexual advanced) predicating the wrongful termination. The Virginia Supreme Court surmised that since companies and their employees are jointly liable for an employee’s wrongful act, where an employee’s wrongful act (the sexual advances) leads to a company’s wrong act (the wrongful termination), the employee can then be held personally liable for their act. 733 S.E.2d 919, 922 (2012). Judge Oblon then turns to Truc, where the Virginia Court of Appeals found that “under the plain language of Code § 13.1-1019, the limited liability associated with the LLC form does not shield a member or manager of an LLC from liability for his or her own torts” and that “corporate officers are individually liable to third parties for participating in or assenting to torts committed by them or their corporation.” Truc, 0277-23-4 at *13 and *15 (Va. App. Oct. 08, 2024) (citing William E. Knepper et al., Liability of Corporate Officers and Directors § 6.07 (8th ed. 2023)). Judge Oblon goes on to illustrate that “for example, in a two member LLC where only one member commits a tort, the innocent member enjoys liability protection because his liability would derive solely because of his membership. In contrast, the tortfeasor-member’s liability derives from his tort plus his membership.” Luna, pg. 3.
Once Judge Oblon established, generally, that a member of an LLC can be held liable for wrongful acts that they have committed on behalf of an LLC, he moved on to the specific requirement that to be liable for a violation of the VCPA, one must be a “supplier” under the Act. A “supplier” is, in part, a “seller, lessor, or professional that advertises, solicits, or engages in consumer transactions.” Va. Code § 59.1-198. Judge Oblon then noted that the Virginia Court of Appeals has held that the VCPA, as a remedial statute is “to be construed liberally, so as to suppress the mischief and advance the remedy in accordance with the legislature’s intended purpose” of promoting “fair and ethical standards of dealings between suppliers and the consuming public.” Marc Garvin v . LBAS, Inc., 0661-24-1 at *6 (Va. Ct. App. Oct. 21, 2025). In this case, Mr. Behgoman admitted that he is a licensed dealer. Luna, pg. 4. Thus, Judge Oblon assessed, “by the plain reading of the ‘supplier’ definition [in the VCPA], Beghoman is a ‘supplier.’ He is a ‘professional’ because he is licensed as one.” Id.
Given the above analysis, Judge Oblon found that because Mr. Behgoman is a “supplier” under the VCPA, his “fraudulent misrepresentations to Luna caused [Mr. Behgoman] to be liable to Luna for his own fraudulent acts under the VCPA. [Mr. Behgoman’s] personal liability is separate and distinct from his LLC’s violation.” While this opinion is unpublished and not precedential, it creates an important roadmap for Plaintiffs seeking to hold individual members of an LLC individually liable under the VCPA, along with their LLC’s, for those individuals’ wrongful acts.
