2. Jason is the sole shareholder of a corporation called Shell Corp. In the two years since...
Question:
2. Jason is the sole shareholder of a corporation called "Shell Corp." In the two years since Jason incorporated Shell Corp, the business has never held a board of directors meeting, or even appointed a board of directors. As a matter of general practice, whenever Shell Corp receives income, that profit is immediately transferred to Jason's personal checking account. While Jason views these distributions as "dividends," he does not maintain any corporate records showing the amount of "dividend" payments which he receives from his corporation. One day, Amelia (a disgruntled former client of Shell Corp) sues Shell Corp for breach of contract in the amount of $100,000. Shell Corp responds by admitting a breach of contract, but also notes that it has no corporate assets. Not long after, Shell Corp files for bankruptcy. Amelia responds to Shell Corp's purported insolvency by adding Jason as a party to her breach of contract lawsuit. This, notwithstanding the fact that Jason had not entered into the breached contract in his personal capacity. Will Amelia be able to "pierce the corporate veil," and receive a judgment against Jason?
Smith and Roberson Business Law
ISBN: 978-0538473637
15th Edition
Authors: Richard A. Mann, Barry S. Roberts