J-S19002-17

2017 PA Super 153

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*Former Justice specially assigned to the Superior Court.

DAVID R. NICHOLSON, BUILDER, 

LLC 

Appellant

v.

ERIN L. JABLONSKI AND BRANDON 

M. VOGEL, HUSBAND AND WIFE

Appellees

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

No. 1603 MDA 2016

Appeal from the Order Entered August 29, 2016

In the Court of Common Pleas of Union County 

Civil Division at No(s): 16-0109

BEFORE: GANTMAN, P.J., BENDER, P.J.E., and STEVENS, P.J.E.*

OPINION BY GANTMAN, P.J.: FILED MAY 19, 2017

Appellant, David R. Nicholson, Builder, LLC, appeals from the order 

entered in the Union County Court of Common Pleas, which sustained the 

preliminary objections of Appellees, Erin L. Jablonski and Brandon M. Vogel, 

struck Appellant’s de novo appeal, and dismissed as untimely Appellant’s 

complaint for breach of contract. We affirm. 

The relevant facts and procedural history of this case are as follows. 

Appellant is a single-member limited liability company (“LLC”). David R. 

Nicholson, a non-attorney, is the sole member of Appellant. In November 

2011, the parties entered into an agreement for Appellees to pay Appellant, 

in two installments, an outstanding balance for services Appellant had 

provided Appellees. On November 24, 2015, Mr. Nicholson filed a pro se 

complaint on behalf of Appellant before a Magisterial District Judge (“MDJ”)
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against Appellees for Appellees’ alleged failure to perform under the 

agreement. The MDJ entered judgment in favor of Appellees on February 3, 

2016. 

On February 26, 2016, Mr. Nicholson filed a pro se appeal on behalf of 

Appellant in the Union County Court of Common Pleas and a pro se 

complaint. Appellees filed preliminary objections on March 17, 2016. In 

their preliminary objections, Appellees averred: (1) Mr. Nicholson could not 

appear in the court of common pleas on behalf of Appellant because he is 

not an attorney; and (2) the court did not have jurisdiction over the appeal 

because Mr. Nicholson’s pro se filings in the court of common pleas were 

legal nullities. On April 4, 2016, Appellant filed a counseled complaint. 

Appellees filed preliminary objections to Appellant’s counseled complaint. In 

their second set of preliminary objections, Appellees restated the averments 

in their initial preliminary objections and claimed Appellant’s counseled 

complaint was out of time. 

Following a hearing, the court sustained Appellees’ preliminary 

objections on August 29, 2016, struck Appellant’s appeal, and dismissed 

Appellant’s complaint. Appellant filed a timely notice of appeal on 

September 28, 2016, and a voluntary concise statement of errors 

complained of on appeal per Pa.R.A.P. 1925(b). 

Appellant raises three issues for our review:

WHETHER THE TRIAL COURT ERRED IN [SUSTAINING] 

[APPELLEES]’ PRELIMINARY OBJECTIONS, THUS HOLDING 
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THAT A SINGLE-MEMBER [LLC] CANNOT REPRESENT 

ITSELF IN THE COURT OF COMMON PLEAS ON AN APPEAL 

FROM A MAGISTERIAL DISTRICT [COURT]’S RULING?

WHETHER THE TRIAL COURT ERRED IN [SUSTAINING] 

[APPELLEES]’ PRELIMINARY OBJECTIONS, THUS HOLDING 

THAT THE FILING OF A NOTICE OF APPEAL FROM [A 

MAGISTERIAL DISTRICT COURT] JUDGMENT 

CONSTITUTES PROHIBITED SINGLE-MEMBER LLC SELFREPRESENTATION IN THE COURT OF COMMON PLEAS 

AND, THEREFORE, MUST BE STRICKEN?

WHETHER THE TRIAL COURT ERRED IN [SUSTAINING] 

[APPELLEES]’ PRELIMINARY OBJECTIONS, THUS HOLDING 

THAT A COMPLAINT FILED BY THE SOLE MEMBER OF A 

SINGLE-MEMBER LLC CANNOT BE CURED BY THE FILING 

OF A COUNSELED AMENDED COMPLAINT?

(Appellant’s Brief at 4). 

Our scope and standard of review in examining a challenge to an order 

sustaining preliminary objections are as follows:

In determining whether the trial court properly sustained 

preliminary objections, the appellate court must examine 

the averments in the complaint, together with the 

documents and exhibits attached thereto, in order to 

evaluate the sufficiency of the facts averred. Clemleddy 

Constr., Inc. v. Yorston, 810 A.2d 693 (Pa.Super. 

2002)[, appeal denied, 573 Pa. 682, 823 A.2d 143 

(2003)]. When sustaining the trial court’s ruling will result 

in the denial of claim or a dismissal of suit, preliminary 

objections will be sustained only where the case is free and 

clear of doubt, and this Court will reverse the trial court’s 

decision regarding preliminary objections only where there 

has been an error of law or abuse of discretion. Id. 

Rambo v. Greene, 906 A.2d 1232, 1235 (Pa.Super. 2006). 

In its first and second issues combined, Appellant argues Mr. Nicholson 

did not engage in the practice of law when he prepared and filed the pro se
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appeal and complaint in the court of common pleas on behalf of Appellant. 

Appellant submits Mr. Nicholson properly filed the appeal because he is 

Appellant’s sole agent. Appellant avers Mr. Nicholson should have been 

allowed to represent Appellant in the court of common pleas. Appellant 

concludes this Court should vacate the court’s order striking the de novo

appeal and dismissing the complaint, reinstate Appellant’s appeal to the 

court of common pleas, and remand for further proceedings on Appellant’s 

complaint. We disagree. 

Corporations may appear and be represented in Pennsylvania courts 

only by an attorney at law “duly admitted to practice.” Walacavage v. 

Excell 2000, Inc., 480 A.2d 281, 284 (Pa.Super. 1984) (stating: “The 

federal courts and the courts of our sister states have consistently held that 

a corporation may appear in court only through an attorney at law admitted 

to practice before the court”). See also Shortz v. Farrell, 327 Pa. 81, 90, 

193 A. 20, 24 (1937) (stating: “In the case of a corporate party...there can 

be no legal representation at all except by counsel, because a corporation 

cannot appear in propria persona. ... Were it otherwise, a corporation could 

employ any person, not learned in the law, to represent it in any or all 

judicial proceedings”) (internal citations omitted). Some jurisdictions allow 

for exceptions to the general rule governing counseled representation of 

corporations, for “special small claims courts with informal rules of 

procedure in which corporate as well as individual litigants are permitted or 
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even required to appear without an attorney” and for “stockholder’s 

derivative actions.” Walacavage, supra at 284. See also Pa.R.P.C.M.D.J. 

207(A)(3) (stating: “In magisterial district court proceedings: ...Corporations 

or similar entities...may be represented by an attorney at law, by an officer 

of the corporation, entity, or association, or by an employee or authorized 

agent of the corporation, entity, or association with personal knowledge of 

the subject matter of the litigation and written authorization from an officer 

of the corporation, entity, or association to appear as its representative”).1 

“The reasoning behind the general rule governing counseled 

representation of corporations is...a corporation can do no act except through 

its agents and...such agents representing the corporation in [c]ourt must be 

attorneys at law who have been admitted to practice, are officers of the 

court and subject to its control. This rule holds even if the corporation has 

only one shareholder.” Walacavage, supra at 284 (internal citations 

omitted) (emphasis added). See also Advanced Telephone Systems, 

Inc. v. Com-Net Professional Mobile Radio, LLC, 846 A.2d 1264, 1278 

(Pa.Super. 2004), appeal denied, 580 Pa. 687, 859 A.2d 767 (2004) 

(stating: “The general rule is that a corporation shall be regarded as an 

independent entity even if its stock is owned entirely by one person”). The 

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1 The present case involves Appellant’s pro se representation in a de novo 

appeal in the court of common pleas from a magisterial district court 

judgment. Accordingly, neither exception applies. 
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purpose of the rule requiring corporations to appear in court through counsel 

“[i]s not the protection of stockholders but the protection of the courts and 

the administration of justice, and that a person who accepts the 

advantages of incorporation for his...business must also bear the 

burdens, including the need to hire counsel to sue or defend in 

court.” Walacavage, supra at 284 (internal quotations omitted) 

(emphasis added).

Persuasive cases from other jurisdictions hold that an LLC may appear 

in court only through counsel because other similar business entities, like 

corporations, partnerships, and associations, must be represented by 

counsel in court. See, e.g., Harrison v. Wahatoyas, LLC, 253 F.3d 552, 

556-57 (10th Cir. 2001); Gilley v. Shoffner, 345 F.Supp.2d 563, 566-67 

(M.D.N.C. 2004); Kipp v. Royal & Sun Alliance Personal Ins. Co., 209 

F.Supp.2d 962, 962-63 (E.D.Wis. 2002); In re ICLNDS Notes Acquisition, 

LLC, 259 B.R. 289, 294 (Bankr.N.D.Ohio 2001); H & H Development, LLC 

v. Ramlow, 272 P.3d 657, 661-62 (Mont. 2012); 301 Clifton Place, LLC 

v. 301 Clifton Place Condominium Ass’n, 783 N.W.2d 551, 561 (Minn. 

Ct. App. 2010); Martinez v. Roscoe, 33 P.3d 887, 889 (N.M. Ct. App. 

2001), cert. denied, 28 P.3d 1099 (N.M. 2001); Marina Condo. 

Homeowner’s Ass’n v. Stratford at Marina, LLC, 254 P.3d 827, 834 

(Wash. Ct. App. 2011). 

Other jurisdictions hold that an LLC can proceed in court only through 
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counsel because the LLC corporate form shields LLC members from the LLC’s 

liabilities and/or because an LLC is a legal entity distinct from its members. 

See, e.g., Michael Reilly Design, Inc. v. Houraney, 835 N.Y.S.2d 640, 

641 (N.Y. App. Div. 2007); Disciplinary Counsel v. Kafele, 843 N.E.2d 

169, 173-74 (Ohio 2006); Smith v. Rustic Home Builders, LLC, 826 

N.W.2d 357, 359-60 (S.D. 2013). 

Additional cases from other jurisdictions hold specifically that a singlemember LLC may proceed in court only through an attorney. See, e.g.,

Dougherty v. Snyder, 469 Fed.Appx. 71, 72 (3d Cir. 2012); United 

States v. Hagerman, 545 F.3d 579, 581-82 (7th Cir. 2008); Lattanzio v. 

COMTA, 481 F.3d 137, 139-40 (2d Cir. 2007); Steinhausen v. 

HomeServices of Nebraska, Inc., 857 N.W.2d 816, 825-26 (Neb. 2015); 

Dutch Village Mall v. Pelletti, 256 P.3d 1251, 1253-54, (Wash. Ct. App. 

2011), review denied, 272 P.3d 246 (Wash. 2012) (stating consistently that 

single-member LLC may appear in court only through counsel, because: (1) 

LLC is legal entity distinct from its member, and (2) LLC confers on its 

member privileges, which carry obligation to hire lawyer to sue or defend on 

behalf of LLC). 

The Limited Liability Company Law of 1994 (“LLCL”),2at 15 Pa.C.S.A. 

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2 The Pennsylvania Uniform Limited Liability Company Act of 2016 

(“PULLCA”), 15 Pa.C.S.A. §§ 8811-8898, repealed and replaced the LLCL, 

effective as of April 1, 2017. 
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§§ 8901-8998, governed LLC entities in Pennsylvania before April 1, 2017. 

Under the LLCL, the LLC is considered separate and distinct from its 

members. See Missett v. Hub. Intern. Pennsylvania, LLC, 6 A.3d 530, 

535, 537 (Pa.Super. 2010) (analogizing corporate and LLC forms).3 Section 

8922 of the LLCL states:

§ 8922. Liability of members and managers

(a) General rule.—[T]he members of a limited liability 

company shall not be liable, solely by reason of being a 

member, under an order of a court or in any other manner 

for a debt, obligation or liability of the company of any 

kind or for the acts of any member, manager, agent or 

employee of the company.

15 Pa.C.S.A. § 8922(a).4 In other words, LLC members enjoy limited

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3 Similarly, Section 8818 of the PULLCA reads: “A limited liability company is 

an entity distinct from its member or members.” 15 Pa.C.S.A. § 8818(a). 

4 Section 8834 of the PULLCA similarly states: 

§ 8834. Liability of members and managers

(a) General rule.—A debt, obligation or other liability of a 

limited liability company is solely the debt, obligation or 

other liability of the company. A member or manager is 

not personally liable, directly or indirectly, by way of 

contribution or otherwise, for a debt, obligation or other 

liability of the company solely by reason of being or acting 

as a member or manager. This subsection applies 

regardless of:

(1) whether the company has a single member or 

multiple members....

(Footnote Continued Next Page)
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responsibility for the debts, obligations, and liabilities of the LLC. Id. A 

membership interest in an LLC “is an ownership interest...and is akin to an 

interest in stock of a corporation.” Missett, supra at 537. See also 15 

Pa.C.S.A. § 1526(a) (stating stockholder of corporation generally “shall not 

be liable, solely by reason of being a shareholder, under an order of a court 

or in any other manner for a debt, obligation or liability of the corporation of 

any kind or for the acts of any shareholder or representative of the 

corporation”). Compare In re Lawrence County Tax Claim Bureau, 998 

A.2d 675, 680 n.9 (Pa.Cmwlth. 2010) (stating limited partner of 

Pennsylvania partnership may not represent partnership pro se or in 

partnership’s name because limited partner does not share partnership’s 

liabilities; however, general partner does have authority to represent 

partnership pro se to protect partnership asset). 

Instantly, Mr. Nicholson is the sole member of Appellant, a singlemember LLC. Mr. Nicholson is not an attorney. On behalf of Appellant, Mr. 

Nicholson filed pro se in the court of common pleas both an appeal from the 

magisterial district court judgment and a complaint. Appellant’s LLC form 

affords Mr. Nicholson advantages. For example, Appellant is a legal entity 

distinct and separate from Mr. Nicholson. See Missett, supra. 

(Footnote Continued) _______________________

15 Pa.C.S.A. § 8834(a)(1). “The ‘separate entity’ characteristic is 

fundamental to a limited liability company and is inextricably connected 

to...the liability shield....” 15 Pa.C.S.A. § 8818, Committee Comment, 2016

(internal citation omitted).
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Additionally, Mr. Nicholson is not personally responsible for Appellant’s 

debts, obligations, and liabilities. See id.; 15 Pa.C.S.A. § 8922(a), supra. 

The advantages which Appellant’s form confers on Mr. Nicholson, as a single 

member of Appellant LLC, are similar to the advantages of a corporation. 

See Advanced Telephone Systems, Inc., supra; Missett, supra. These 

advantages obligate Appellant to bear certain corporate burdens, such as the 

need to hire counsel to sue or defend in court. See Walacavage, supra. 

Thus, the cited persuasive authority leads us to conclude that LLC entities, 

generally, may not proceed in Pennsylvania courts of common pleas except 

through a licensed attorney. Accordingly, Appellant’s first two issues merit 

no relief. 

In its third issue, Appellant argues that even if Mr. Nicholson 

erroneously represented Appellant in the court of common pleas, Appellant 

cured that defect when it filed a counseled complaint. Appellant asserts 

Appellees suffered no prejudice as a result of Mr. Nicholson filing the notice 

of appeal and complaint pro se in the court of common pleas. Appellant 

concludes this Court should vacate the court’s order striking the de novo

appeal and dismissing the complaint, reinstate Appellant’s appeal to the 

court of common pleas, and remand for further proceedings on Appellant’s 

complaint. We disagree. 

With very few exceptions, the general rule is that non-attorneys are 

unable to represent parties before Pennsylvania courts and most 
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administrative agencies. In re Estate of Rowley, 84 A.3d 337, 340 

(Pa.Cmwlth. 2013), appeal denied, 626 Pa. 702, 97 A.3d 746 (2014), cert. 

denied, ___ U.S. ___, 135 S.Ct. 1720, 191 L.Ed.2d 689 (2015) (affirming 

trial court’s decision not to allow non-attorney administrator to represent 

estate in action to vacate judicial tax sale of property of estate). In a civil 

action, the court lacks jurisdiction to consider the claims raised by nonattorney. See, e.g., Spirit of the Avenger Ministries v. 

Commonwealth, 767 A.2d 1130, 1131 (Pa.Cmwlth. 2001) (holding 

appellate court lacked jurisdiction to consider claims, which non-attorney 

pastor made on behalf of church in appeal from tax-exemption 

determination of agency); McCain v. Curione, 527 A.2d 591, 594 

(Pa.Cmwlth. 1987) (holding court lacked jurisdiction to consider pleadings, 

which non-attorney filed on behalf of prisoner in civil action). 

Rule 1002 of the Pennsylvania Rules of Civil Procedure of the 

Magisterial District Judges, governing appellate proceedings with respect to 

judgments and other decisions of the MDJ in civil matters, provides in 

pertinent part as follows: 

Rule 1002. Time and Method of Appeal

A. A party aggrieved by a judgment for money...may 

appeal therefrom within thirty (30) days after the date of 

the entry of the judgment by filing with the prothonotary 

of the court of common pleas a notice of appeal on a form 

which shall be prescribed by the State Court Administrator 

together with a copy of the Notice of Judgment issued by 

the magisterial district judge. The prothonotary shall not 

accept an appeal from an aggrieved party which is 
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presented for filing more than thirty (30) days after the 

date of entry of the judgment without leave of court and 

upon good cause shown.

Pa.R.C.P.M.D.J. 1002(A). Rule 1004 provides in part:

Rule 1004. Filing Complaint or Praecipe on Appeal; 

Appeals Involving Cross-Complaints

A. If the appellant was the claimant in the action before 

the magisterial district judge, he shall file a complaint 

within twenty (20) days after filing his notice of appeal.

Pa.R.C.P.M.D.J. 1004(A). Rule 1006 reads:

Rule 1006. Striking Appeal

Upon failure of the appellant to comply with Rule 1004A..., 

the prothonotary shall, upon praecipe of the appellee, 

mark the appeal stricken from the record. The court of 

common pleas may reinstate the appeal upon good cause 

shown.

Note: This rule is intended to provide sanctions for 

failing to act within the time limits prescribed.

Pa.P.C.P.M.D.J. 1006. Further, Rule 1007 states, in pertinent part:

Rule 1007. Procedure on Appeal

A. The proceeding on appeal shall be conducted de novo in 

accordance with the Rules of Civil Procedure that would be 

applicable if the action was initially commenced in the 

court of common pleas.

Pa.R.C.P.M.D.J. 1007(A). 

An appellant from a magisterial district court judgment must perfect 

the appeal by filing in the court of common pleas a timely complaint per 

Pa.R.C.P.M.D.J. 1004(A). Indep. Tech. Servs. v. Campo’s Exp., Inc., 812 

A.2d 1238, 1240 (Pa.Super. 2002). The appeal is subject to the 
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Pennsylvania Rules of Civil Procedure only after the appellant perfects the 

appeal in the court of common pleas. Id. 

Pennsylvania Rule of Civil Procedure 1028 governs preliminary 

objections. Rule 1028(a) provides that a party may file preliminary 

objections in response to a proper pleading. Pa.R.C.P. 1028(a). Rule 

1028(c)(1) provides in part: “A party may file an amended pleading as of 

course within twenty days after service of a copy of preliminary objections.” 

Pa.R.C.P. 1028(c)(1). In other words, a party has an opportunity to file an 

amended pleading as of right within twenty days of service of preliminary 

objections. Lerner v. Lerner, 954 A.2d 1229, 1240 (Pa.Super. 2008). 

Instantly, the MDJ entered judgment in favor of Appellees on February 

3, 2016. On February 26, 2016, Mr. Nicholson filed a pro se notice of appeal

in the Union County Court of Common Pleas on behalf of Appellant and a pro 

se complaint. Appellees filed preliminary objections on March 17, 2016, 

averring the court lacked jurisdiction over the appeal, because Mr. Nicholson 

is not an attorney and his pro se filings in the court of common pleas were 

legal nullities. Appellees’ act of filing of preliminary objections to Appellant’s 

pro se complaint did not serve to extend the time for Appellant to perfect its 

appeal from the MDJ’s judgment, entered on February 3, 2016, by filing an 

amended counseled complaint. Under the rules governing appellate 

proceedings with respect to judgments and other decisions of the MDJ in civil 

matters, Appellant had thirty days to file a notice of appeal to the court of 
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common pleas and another twenty days from the date of the notice of 

appeal to file a counseled complaint in order to perfect its appeal. See

Pa.R.C.P.M.D.J. 1002(A), 1004(A). Therefore, Appellant had until March 24, 

2016, to perfect its appeal. Appellant did not file its counseled complaint 

until April 4, 2016, which was outside the time limits of the relevant 

appellate rules. 

Appellees filed preliminary objections to the counseled complaint, 

restating their contention that Appellant’s pro se notice of appeal and initial 

complaint were legal nullities and maintaining that Appellant’s counseled 

complaint was untimely per the applicable rules of court. Following a 

hearing, the court sustained Appellees’ preliminary objections, struck 

Appellant’s appeal and dismissed Appellant’s complaint as untimely. 

When the trial court decided Appellant had failed to perfect its appeal 

in a timely manner, the court reasoned that Mr. Nicholson was engaged in 

the unauthorized practice of law because he: (1) is not an attorney; and (2) 

filed a pro se notice of appeal and a pro se complaint in the court of common 

pleas on behalf of Appellant, an LLC. (N.T. Preliminary Objections Hearing, 

8/29/16, at 12-14). The court determined the pro se complaint was invalid 

and struck Appellant’s appeal. Id. The court also decided Appellant’s 

counseled complaint was outside the pertinent time limits and did not serve 

to amend the initial pro se complaint. Id. The record supports the trial 

court’s ruling. 
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Here, Mr. Nicholson filed a pro se notice of appeal and complaint on 

behalf of Appellant in the court of common pleas within 30 days of the MDJ 

judgment. See Pa.R.C.P.M.D.J. 1002(A), supra. As a non-attorney, 

however, Mr. Nicholson could not represent Appellant in the court of 

common pleas. Thus, the court lacked jurisdiction to consider Appellant’s 

initial pro se complaint. See Spirit of the Avenger Ministries, supra. 

Appellant filed its counseled complaint on April 4, 2016, more than 20 days 

after the date of its notice of appeal. Consequently, the counseled complaint 

was untimely. See Pa.R.C.P.M.D.J. 1004(A). Further, Appellant’s initial 

complaint could not be “amended” under Rule 1028 of the Pennsylvania 

Rules of Civil Procedure because the benefit of Rule 1028 would not be 

available to Appellant in this case until after Appellant had properly 

perfected its appeal with the filing of a timely counseled complaint. See 

Indep. Tech. Servs., supra. Therefore, the court of common pleas 

properly determined it lacked jurisdiction over Appellant’s appeal because 

Appellant failed to perfect its appeal in a timely manner. See id.; Spirit of 

the Avenger Ministries, supra. 

Based upon the foregoing, we hold that LLC entities generally must be 

represented by a qualified attorney at law in the Pennsylvania courts of 

common pleas. Accordingly, we affirm the court’s order striking Appellant’s 

appeal and dismissing Appellant’s amended complaint as untimely. 
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Order affirmed. 

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 5/19/2017