Question: Jerome Micco was a major shareholder and corporate officer of
Jerome Micco was a major shareholder and corporate officer of Micco and Co., Inc., which was a limited partner in Harbor Creek, Ltd., a limited partnership formed to build a condominium complex. Hommel, an electrical contractor, was the successful bidder on certain electrical work for the project. For several months, Hommel worked under the direction of the construction supervisor and was paid by the limited partnership for his work. Because of financial difficulties, the supervisor was released. Thereafter, Jerome Micco played a major role in the building of the project, directing what work was to be performed. Hommel submitted payment invoices directly to Micco. When Hommel was not paid, he sued Micco, contending that Micco was a limited partner who ran the operation personally and was personally responsible for the debt. Micco argued that he was an employee or agent of a corporation (Micco and Co., Inc.) and thus could not be held liable for the debt. The evidence reveals that Micco had no occasion to tell Hommel that he was acting as a corporate officer. Is it ethical for a corporate officer and shareholder to seek to avoid individual liability in this case? How would you decide the case? [Hommel v. Micco, 602 N.E.2d 1259 (Ohio App.)]
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