under Ohio law, corporate officer is not personally liable for the debts of the corporation, absent piercing of the corporate veil
How later courts described this case
- under Ohio law, corporate officer is not personally liable for the debts of the corporation, absent piercing of the corporate veil
- “[A corporation] is an artificial entity separate and distinct from the holders of its individual stock.”
- “The corporate entity is distinct although all its stock is owned by a single individual or corporation.”
Written by the judges who cited it.
The opinion
Boyles, C. J.
(concurring). As indicated by Mr. Justice Butzel in the concluding paragraphs of his opinion, we now have a situation before us which eliminates most of the issues. The 4 directors who originally filed the petition in the circuit court for Muskegon county for dissolution of Hardy Estates, Inc., a corporation, and for appointment of a receiver, have now filed in this Court a petition asking this Court to enter an order directing the Muskegon circuit court to dismiss said dissolution proceedings. These 4 individuals constituted a majority of the board of directors of said corporation at the time said petition for dissolution was filed. I agree with Mr. Justice Butzel that subsequently they have been legally supplanted as such directors. However, the new directors have filed a petition in the circuit court for Muskegon county asking’ that they be substituted for the former directors in the dissolution proceedings there pending and that upon such substitution an order be entered in said circuit court dismissing said dissolution proceedings and the appointment of a receiver, which was denied. I am in accord with the conclusion that such motion should have been granted. However, it now appears that the 4 former directors who now petition for a dismissal of said dissolution proceedings in the circuit court and the newly-elected directors who have likewise petitioned the circuit court for such dismissal are now in accord. Therefore, an order should be entered in this *194 Court dismissing entirely the proceedings in the circuit court of Muskegon county for a dissolution of Hardy Estates, Inc., the appointment of a receiver, and all proceedings in said court in pursuance of said petition for dissolution or as an incident of said proceedings.
In effect, such an order will be in accord with the previous orders entered in this Court prohibiting any and all further action taken by the parties in said proceedings in the circuit court, or by the circuit judge, or by the receiver appointed in said court, all of which orders are in effect hereby confirmed. Such order will also recognize and adjudicate the legality of the appointment of the new directors for Hardy Estates, Inc., and, if necessary, a writ of mandamus should issue directed to the receiver and all other individuals in any way connected with said proceedings in the circuit court to deliver over immediately to said new directors the possession of and control over all of the corporate assets, records, funds, books, papers and accounts in any way connected with said corporation.
In conclusion, said order should effectively turn over to the new directors the entire control of said corporation, and dismiss all proceedings relative thereto in the circuit court for Muskegon county. In view of the many aspects of the case, no costs should be taxed in favor of or against any of the parties, and it should be left to the new directors of the corporation to determine all matters connected with the payment of any receiver fees, attorney fees, costs or expenses out of the corporate assets.
North, J., concurred with Boyles, C. J.