the fact finder may disregard the corporate form, thereby making individuals liable for corporate debts or making corporate assets reachable to satisfy obligations of the individual
How later courts described this case
- the fact finder may disregard the corporate form, thereby making individuals liable for corporate debts or making corporate assets reachable to satisfy obligations of the individual
- same regarding I.C. § 12-121
- regarding attorney fees under I.C. § 12-121
- “court can find no reason in law or logic to limit the application of the alter ego doctrine ...” to traditional veil piercing but not reverse veil piercing
Written by the judges who cited it.
The opinion
BAKES, Justice,
concurring specially:
I concur with the majority, although I wish to note my reasons for that concurrence with respect to the liability of defendant Gem State Developers, Inc. The separateness of the corporate entity will be disregarded only in exceptional cases, and the mere fact that a corporation is owned or controlled by one person is not in itself sufficient to warrant a disregard of the corporate personality. See 6 Z. Cavitch, Business Organizations § 120.05[2] and [7] (1977). Nevertheless, if necessary to promote the ends of justice the corporate entity may be disregarded if the corporation is *919 a close corporation whose business is conducted by the president-owner on a personal basis without observing the necessary corporate formalities. Id.
Here, the record indicates that the corporation, Gem State Developers, Inc., did not observe any of the corporate formalities in its dealings which were conducted by its president, Marcum. Indeed, at the trial Mr. Marcum did not even recall that his wife was vice-president of Gem State. Also, there was no evidence of any documented arrangement or agreement between the Marcums and Gem State for transferring ownership of the property which the Mar-cums had contracted to sell and to which Gem State held title. In sum, a clear inference from the evidence, presented to the trial court is that the Marcums themselves ignored the separateness of the corporate entity and that Gem State was merely their alter ego. Therefore, I concur with the majority’s affirmance of the trial court’s findings.