Why Your Corporation Needs a Lawyer in Court: Merco Construction Engineers, Inc. v. Municipal Court (1978)

Small business owners often ask whether they can represent their own corporation in court. In most California courts, the answer is no. This 1978 case explains why.

What Happened

A company sued Merco Construction Engineers for breach of contract in municipal court. Merco tried to defend itself through its treasurer, who was not a lawyer. At the time, a state statute said a corporation could appear in municipal court through an officer or employee.

The other side objected, and the court refused to let the treasurer represent Merco. Merco asked a higher court to overrule that decision.

What the Supreme Court Decided

The California Supreme Court ruled against Merco. It held that the Legislature cannot authorize non-lawyers to represent other parties, including corporations, in courts of record. Deciding who may practice law belongs to the courts under the separation of powers.

The court restated a long-standing rule: "A corporation cannot represent itself in court, either in propria persona or through an officer or agent who is not an attorney." A corporation is a separate legal entity from its owners and officers, so when an officer speaks for it in court, that officer is practicing law on someone else's behalf.

The Exception

Small claims court is different. There, corporations may appear through an officer or employee because lawyers generally are not allowed.

Why It Matters

If your business is sued in superior court, you need a licensed attorney. Filing papers yourself as the owner will not protect the company. It can lead to a default against your business.

Merco Construction Engineers, Inc. v. Municipal Court (1978) 21 Cal.3d 724.

This post is general information, not legal advice.