Jackson v. O'Dell

851 S.W.2d 535, 1993 Mo. App. LEXIS 128, 1993 WL 18802
CourtMissouri Court of Appeals
DecidedFebruary 2, 1993
DocketNo. WD 45653
StatusPublished
Cited by5 cases

This text of 851 S.W.2d 535 (Jackson v. O'Dell) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Jackson v. O'Dell, 851 S.W.2d 535, 1993 Mo. App. LEXIS 128, 1993 WL 18802 (Mo. Ct. App. 1993).

Opinion

SMART, Judge.

This case arises out of a contract for the construction of a home. Linda Jackson brought an action against Duane O’Dell, Ricky Cornelison and O.C. & C. Builders, Inc. for damages related to construction defects in the home she purchased. Because O.C. & C. Builders, Inc. (“OCC”) was an insolvent corporation at the time Ms. Jackson brought suit, she sought to hold Mr. O’Dell and Mr. Cornelison personally liable. The trial court awarded her $6,000.00 in damages against OCC for breach of implied warranty of fitness. The court entered judgment for O’Dell and Cornelison on plaintiff’s claims. Plaintiff Jackson appeals, contending the court erred in refusing to enter judgment against O’Dell and Cornelison, and in denying her relief on her additional claim of breach of contract for failure to purchase home buyer’s warranty insurance.

The principal contention of appellant is that the trial court erred in refusing to find individual defendants O’Dell and Corneli-son liable for plaintiff’s damages. Plaintiff argues that the court should have “pierced the corporate veil” to avoid the injustice of an uncollectible judgment. Since this case was tried to the court, we review the judgment with an eye to determining whether the judgment is not supported by substantial evidence, is against the weight of the evidence, or erroneously declares or applies the law. Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976).

Factual Background

On June 5, 1985, Linda Jackson entered into a contract for the purchase of a home to be constructed on a lot in Clay County. The contract was arranged through a realtor. Plaintiff Jackson understood that the house would be constructed by OCC.1 All of Ms. Jackson’s actual face-to-face contacts with any of the principals of OCC were after the contract was signed. William Crispin, who is not a party defendant in the case and is deceased, was the president of OCC. Crispin, O’Dell and [537]*537Cornelison were directors of the corporation. Cornelison resigned his employment and his directorship with the corporation after the contract with Ms. Jackson was signed, but before the closing. Some of the costs of constructing the Jackson house were paid out of funds of a partnership which consisted of Cornelison, O’Dell and Crispin, which was also engaged in the business of building homes. The balance of the costs of constructing the home was paid out of the funds of the corporation. The corporation ceased doing business some time after the construction of Ms. Jackson’s house, and the corporation charter was forfeited.

Ms. Jackson discovered some construction defects after she took possession. She made demand on OCC to repair the deficiencies. Some efforts were made to repair some of the defects before the corporation ceased operating, but the defects were not satisfactorily repaired. Although the contract with OCC indicated that the builders would provide home buyer’s warranty protection, the premium for this protection was not paid out of the proceeds of the closing. When plaintiff discovered the coverage had not been purchased, the coverage was no longer available.

Piercing the Corporate Veil

The corporation laws are designed to provide investors with protection from personal liability upon compliance with specific statutory provisions. As a general rule, the corporation’s separate legal identity must be observed, even though a creditor of an insolvent corporation may suffer loss by virtue of a court’s adherence to the separate identity. Of course, there are times when corporate officers and directors have so greatly abused the corporation’s legal existence that equity demands that the corporate veil be pierced.

It is not necessary to thoroughly discuss all of the applicable legal principles involved in piercing the corporate existence, since there are many authorities which delineate the principles. This case is resolved by examination of the evidence in the light of the principle that the corporate existence may be disregarded for purposes of liability only when the evidence shows that the persons in control of the corporation used the corporate cloak “as a subterfuge to defeat public convenience, to justify wrong or to perpetrate fraud.” Fairbanks v. Chambers, 665 S.W.2d 33, 37 (Mo.App.1984).

If the corporate affiliation is devised as being used to perpetrate fraud or injustice or accomplish some unlawful purpose, equity will interpose to tear down technical legal barriers and pierce through the corporate veil ... Examples of such wrongs as would satisfy this standard include actual torts, violations of statutory duties, under-capitalization, or the stripping of assets from the subservient corporation.

Collett v. American Nat. Stores, Inc., 708 S.W.2d 273, 286 (Mo.App.1986) (citations omitted) (allowing the corporate veil to be pierced where evidence showed subsidiary corporation was “grossly under-capitalized” according to industry standards).

In this case, the evidence did not compel a finding of liability on the part of Mr. Cornelison and Mr. O’Dell. Although the corporation was formed with only $600.00 of stock subscriptions, it was apparent from the start that each of the three shareholders would be required to personally guarantee any loans obtained from the bank for the construction of houses. Thus, each shareholder would have a substantial personal stake in the success of the corporation, as though a larger amount of capital had been contributed. There was no testimony that there was anything unusual about the capital structure, or that it was contrary to industry standards. Nor was there any evidence that the three principals intended to engage in devious business practices, and to close up the business as soon as the claims began to accumulate. Rather, the evidence was consistent with the finding of the trial court that this was a case of the failure of a corporation which “the owners hoped would do well and give them a vehicle to make a good living with.” There was no evidence that the owners attempted to drain the corporation, to the [538]*538detriment of plaintiff. Nor is there evidence that the owners used the corporation for deceptive purposes or employed devious means in operating the corporation. Although there were some deficiencies with the house which was built for plaintiff, the evidence did not show the house to be of such poor quality that one could presume intent to defraud.

The fact that the O’Dell, Crispin, Corneli-son partnership lent money to the corporation for construction purposes shows nothing improper. The fact that the land on which the house was constructed (and on which other houses were constructed for other buyers) originally belonged to O’Dell and Cornelison rather than the corporation, is of no consequence. The officers and directors were free to deal with the corporation. The fact that the land was transferred to the corporation for no consideration was not detrimental to the corporation, as noted by the trial court, but was beneficial to the corporation. The fact that Mr. O’Dell was paid by the corporation for subcontract work done at various times was also of no consequence, since there was no evidence that the payments were unreasonable or improper in any way.

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Cite This Page — Counsel Stack

Bluebook (online)
851 S.W.2d 535, 1993 Mo. App. LEXIS 128, 1993 WL 18802, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jackson-v-odell-moctapp-1993.