# Minich v. Gem State Developers, Inc.

> Idaho Supreme Court · February 16, 1979 · 99 Idaho 911

URL: https://www.frixlaw.com/law-library/cases/9844559

## Case

- **Full name:** Barry C. MINICH and Donna J. Minich, Husband and Wife, Plaintiffs-Respondents, v. GEM STATE DEVELOPERS, INC., Frank E. Marcum and Bertha G. Marcum, Defendants-Appellants, and Thomas G. Smith and Thomas G. Smith, Inc., Defendants
- **Court:** Idaho Supreme Court
- **Decided:** February 16, 1979
- **Citations:** 99 Idaho 911; 591 P.2d 1078; 1979 Ida. LEXIS 389
- **Precedential status:** Published
- **Opinion:** Concurrence by Bakes
- **Judges:** McFadden, Donaldson, Shepard, Bakes, Bistline
- **Cited by:** 358 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9844559

## Opinion text

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.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9844559. Public record. Not legal advice.