For this part, you must create a written case brief for the case.

Below is a brief summary of what each part of a case brief means:

(1) Procedural facts these are the facts that show how the case got to the particular court that it is in. (2) Facts relevant to the legal issue these are the facts that form the basis of the plaintiffs case.

(3) Rule this is the law that needs to be applied by the court in the case.

(4) Issue this is the question that the court needs to answer/decide.

(5) Reasoning - these are the reasons that the court gives for its decision.

(6) Holding this is the final decision the court reached (who the court ruled for).

(7) Disposition this is the appellate courts ruling on the lower courts decision.

give your opinion on whether you agree or disagree with the court's decision and why.

FACTS Integraned Telecom Services Corp. (ITS) was acquired pierced entiry becomes enforceable against those who have exerby and became a wholly-owned subsidiary of Inter-Tel Tech. ched dominion over the corporation to ibe point that it has ao real nologies, Lnc. (Techsologies), which in turs is a wholly-owned separate existence. A successful veil-piercing claim requires botb factures, sells, and services telecommunications systems through. tinued recognition of the corporation as a separate entity would its sobsidiaries and affiliates. Technologies is the eetall division sanction a frand or peomote injustice. This two-part test is referred of Inter-TeL. ITS was the conpany's first retall branch in Ken- to as "alter ego" test. This case involves applying the plercing the tucky, selling Inter-Tel's telecommuaications products from an corporate veil doctrine in the context of an increasingh consaffice building it leased from Lino Station Properties, L.LC (Linn mon scenario a creditar's attempt ta collect on debt incurred by a Station). wholly-owned subsidiary where the subsidiary has been deprived After ITS was acquired by Technologies, ITS was not permit- of all income and readered asset-less by the acts of its parent (and ted to maintain a bank accoust, bold any funds, of pay asy bills. in this case also grasdparent) corpocation. All of ITS's regional offices were transformed from independent The following fuctors are considered in applying the alter ego dealers of commmaications equipment into direct sales "branches" test (1) inadequate capetalization, (2) fallure to issue stock, (3) failof Inter-Tel ITS employees became employes of Later-Tel and ure to observe corporate formallities, (4) noemayment of dividends, were paid by lnter- Tel. When a customer purchased a telecom - (5) insolvency of the debtor corporation, (6) nonfunctioning of the manications system from ITS, the papment went directly ibto a other offlcers or directors, (7) ahsence of corporate records, (8) depository account controlled by lnter-Tel. Inter-Tel paid all the commingling of funds, (9) diversion of assets from the corpocution vendors who provided ITS with goodi and services. All of ITS's by or to a siockhalder or other person or entity to the detriment of inventory was provided by another Inter-Tel subadiary lates-Tel creditons, (10) fallure to maintain armis-length rehationships among paid ITS's reat for the Linn Station Road peoperty from the time related entities, and (11) whether the coeporution bs a mere facade Technologies acquired ITS undil ITS ahandoned the premises in for the operation of the dominant stockbalders 2002. Inter-Tel and Techbologies were the named insureds listed The alter ego test language employed by inost jarisdictions on the property damage insurance for ITSt premises on Lina Sta- expresily refers to "promoting injastice" and, indeed, plercing tion Road. should not be limited to instances where all the elements of a comITS did not bold an anneal boand of directors or sharehald. mon-law fraud claim can be establiched. The injustice, honrever, ers mectiag from 1999 throagh 2002 . Nor did Technologies hold must be soencthing beyond the mere inability to collect a debt from a anaul bourd of directors of shareholders meeting from 1598 the ccuporation. through 2002, Durang the four-year period fros 1999 throagh The trial court and Court of Appeals were correct in conclud2002, ITS and Technologies had identical boands of directors and ing the undisputed facts of this case justifled piercing ITS's corthe President and C.SO of Lnter-Tel served an the boards of ITS. porate veil. IT'S lost all semblance of separate coeporate existence Thchaologies, and Inter-Tet. Although all Inter-Tel business coo. and through the joint acts of Technologies and fater-Tel was readucted is Kentucky since 2001 was performed by ITS in its own dered income-lew and abset-less. Their diversion of ITSs corporate name, Inter-Tel, Technologies, and aother luter-Tel subaidiary income and transfer of ITSs corparate assets for their awn benefit flled sales and use tax returns with Kestudyy in 2001, 2002, and provides the extra "injustice," something more than simpty a cred2003. Itor's inabilliny to collect a debt from ITS. The alter ego teat is thes Oa luse 19, 2002, Lna Station flled suit against ITS, secking satisfed. damages for fallure to repair and malatain the peemises and for Technologies was 100s owned asd controlled by later-Tel unpaid reat. lTS failed to respoed, and an August 12, 2002, a and the two corporations acted completely in concert in dominatdefault jadgment was entered against TIS for $332,900 plus ieter- lag ITS and extracting angthing of valae from ITs. It is entirely est. After repeated, unsaccesuful attempts to satisfy the judgment ippropriate to look ar the larger picture of the conduct of lnteragainst ITS, on Juse 20, 2003, Lian Station sued ITS, Techool- Tel and Technologies as opposed to asly the tndividual actioas ogies, and Inter-Tel to plerce the corpotate vell and estahlish. af the parent entity. To do ocherwise would render the equituInter-Tel and Techoologies' liabulity for the judgment against ble puercing doctrine hopelessly inadequate, if not meaningless ITS. The trial court granted summary judgment to Lins Station, in some cases, based on the sheer number of besiness eatities and the Court of Appeals affirmed. Trehnologies and later-Tel inolved. appealed. ITS had grossly inadegaate capital for day-to-day operatinas DECISION. The decision of the Court of Appeals is affirmed. because it had no funds at all, literally nothing of its own. Interabd the case is remanded to the trial court for entry of fudgment. Tel paid the employees' salarjes and other expenses of ITS. ITS against Inter-Tel and Technolegles. had no assets of its own. ITS simply had no independent financial existence. Both Technologies and Inter-Tel used the Linn Starate veit is an equitable doctrine thon lease premises and any onher assets previously held by ITS holders of a corporation. In short, the limited liability, which is the formal legal requirements of ITS were sot observed. Ihis the hallmark of a corporation, is disregarded and the debt of the case is dearly within the boandaries of proper application of the CHAPTER 33 Nature and Formation of Corporationa 649 equitable doctrine of piercing the corporate yeil. Thus, the trial dominion to the point that it has no real separate existence and (2) court and Court of Appeals did not err in piercins ITS's vell to circumsitances in which continued recognition of the corporation bold Iater-Tel and Technologies responsible for ITS's debt to as a separate entity would sancton a frwad or promote inguntice. Lini Station. CITICAL THINKING QUESTION Are the standards for INTEAPRETATION A court will disregard the limited liability piercing the corporute vell sufficiently definite and predictable? of a corporation when (1) iss enoners exercise complete control and Explain