holding that “[a] corporate officer has no individual right of action against a third party for alleged wrongs inflicted on the corporation, even if the officer is the sole shareholder”
How later courts described this case
- holding that “[a] corporate officer has no individual right of action against a third party for alleged wrongs inflicted on the corporation, even if the officer is the sole shareholder”
- describing bank customers' claim that the bank tortiously interfered with the customers' contractual relations as a lender liability action
- law-of-the-case doctrine applies to issues that could have been but were not raised in a previous appeal
- “A guarantor is one who makes a contract, which is distinct from the principal obligation, to be collaterally liable to the creditor if the principal debtor fails to perform.”
Written by the judges who cited it.
The opinion
Hani W. Hashem, Special Justice, concurring. I agree with the majority decision reversing and dismissing this case. However, I write briefly to distinguish this case from Calandro v. Parkerson, 327 Ark. 131 , 936 S.W.2d 755 (1997). I am concerned that, without delineation, our decision here may leave some misconception of inconsistency of decisions of this Court. In Calandro, a defunct corporation and its shareholders sued their attorney alleging malpractice, breach of contract, and deceit. The trial court granted summary judgment to the attorney on all three causes of action, finding that the revocation of the corporation’s charter caused it to lose its ability to bring suit. The trial court further found that the individual shareholders lacked standing and were not proper parties. On appeal, this Court found the summary judgment proper as it related to the corporate causes of action for breach of contract and attorney malpractice. However, the claim of the individual shareholders for deceit was reversed and remanded to the trial court. I see the distinction as being the procedural stages of the appeals involved between Calandro and this case.
In Calandro, the individual shareholders asserted that the attorney had knowingly made false representations, upon which they had relied to their detriment. This Court simply ruled that there was a sufficient question of fact regarding the allegations of false representation in reversing the trial court’s decision on the deceit claim. Calandro, 327 Ark. at 138 , 936 S.W.2d at 759 . After careful consideration and stringent scouring of the behemoth record in this appeal, I can find no credible, factual basis to believe that Michael W. Walker bore the brunt of any misrepresentation which caused him harm separate and apart from the Aearth corporate entities. “You’ve got to guard against speaking more clearly than you think.” Washington Post, June 24, 1973, quoting Howard H. Baker, Jr., U.S. Senator.