Konrad Motor and Welder Service, Inc., Konrad Lambrecht, and Sharon Lambrecht v. Magnetech Industrial Services, Inc.

973 N.E.2d 1158, 2012 WL 3613780, 2012 Ind. App. LEXIS 405
CourtIndiana Court of Appeals
DecidedAugust 23, 2012
Docket45A04-1203-CC-109
StatusPublished
Cited by8 cases

This text of 973 N.E.2d 1158 (Konrad Motor and Welder Service, Inc., Konrad Lambrecht, and Sharon Lambrecht v. Magnetech Industrial Services, Inc.) is published on Counsel Stack Legal Research, covering Indiana Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Konrad Motor and Welder Service, Inc., Konrad Lambrecht, and Sharon Lambrecht v. Magnetech Industrial Services, Inc., 973 N.E.2d 1158, 2012 WL 3613780, 2012 Ind. App. LEXIS 405 (Ind. Ct. App. 2012).

Opinions

OPINION

VAIDIK, Judge.

Case Summary

Konrad Motor & Welder Service, Inc. (“Konrad MWS”), Konrad Lambrecht, and Sharon Lambrecht appeal the trial court’s grant of summary judgment in favor of Magnetech Industrial Services, Inc. Konrad MWS and the Lambrechts argue that there is a genuine issue of material fact regarding whether the corporate veil of Konrad Electric, Inc., a previous corporation, should be pierced in order to hold the Lambrechts individually liable for Konrad Electric’s debts and whether Konrad MWS is the alter ego of Konrad Electric.

We conclude that the trial court erred in granting summary judgment in favor of Magnetech and piercing Konrad Electric’s corporate veil because there are genuine issues of material fact such that this determination should not have been made on [1161]*1161summary judgment. However, we conclude that the trial court properly granted summary judgment in favor of Magnetech as to the second issue because Konrad MWS is the alter ego of Konrad Electric.

We therefore affirm in part, reverse in part, and remand.

Facts and Procedural History

Konrad Electric was an Indiana corporation that was formed in August 1991. Throughout its seventeen-year existence, Sharon was the sole shareholder, president, secretary, and treasurer of the corporation. Appellant’s App. p. 40. Sharon also served as the registered agent for Konrad Electric, with its principal office located on Lindberg street in Griffith, Indiana. Id. at 95. Konrad, Sharon’s husband, was employed by Konrad Electric as its general manager.

According to Sharon, approximately 80% of the work performed by Konrad Electric involved making repairs to electric motors. Id. at 96. Konrad Electric also provided welding services for twelve different customers, including Jupiter Aluminum, Mag-netech, Meade Electric, and Amex. Id. at 58-59. The only equipment owned by Konrad Electric consisted of a pair of used service trucks, a compressor, several metal benches, an office desk, and a computer. Id. at 43-44. Konrad testified that he used his personally owed hand tools to complete the work for Konrad Electric.

Corporate records show that from its incorporation until it suspended activities in 2008, Konrad Electric did not have actual meetings. Records show three documents titled “Consent in Lieu of Annual Meeting of the Shareholders and Directors of Konrad Electric, Inc.” dated August 1997, 2000, and 2004 with no additional consents or minutes in lieu of such meetings. Id. at 85-87. However, Konrad Electric did have a corporate record book and kept all business records, including contracts, payroll records, banking records, filed tax returns, and other corporate records. Id. at 95. Konrad Electric also had a corporate bank account from which business expenses were paid. Id. at 96.

In May 2004, Jupiter hired Konrad Electric to perform repair work on two large electric motors. Konrad Electric subcontracted part of the work to Magne-tech. Notably, Magnetech and Konrad Electric had a long-time business relationship that began when Konrad Electric was formed. In March 2005, after some problems arose, Jupiter filed suit against Konrad Electric in Lake Superior Court. Konrad Electric then filed a third-party complaint against Magnetech claiming it performed defective repair work on the motors, and Magnetech counterclaimed against Konrad Electric for payment of services. In February 2006, while the lawsuit was pending, Konrad Electric stopped taking new customers and limited its activities to completing work on existing jobs. Also in February 2006, the Lambrechts formed a new corporation called Konrad MWS. Id. at 61.

Konrad MWS is an Indiana corporation. Since its inception in February 2006, Konrad has served as the sole shareholder, director, registered agent, employee, and officer of this corporation. The assets used in the start up of this new business consisted of a truck that Konrad “took back from Konrad Electric” as payment for wages owed and Konrad’s own hand tools. Id. at 59. The address listed for the corporation is the Lambrechts’ home address. Konrad admitted that he did not do motor or welding work at that address. Instead, from 2006 to 2008, the two corporations shared the same business location on Lindberg street. Konrad MWS continued conducting business at the Lindberg address until sometime in 2009, when it moved to a new location.

[1162]*1162Konrad MWS, like Konrad Electric, repaired electric motors and welding equipment. According to Konrad, approximately 80% of the business of Konrad MWS was related to welding repair and consulting. Id. at 99. Both Konrad Electric and Konrad MWS performed these services for the same customers, including Jupiter and Meade.

In May 2008, while the lawsuit was still pending, Sharon signed a resolution to “suspend any further business activity” related to Konrad Electric. Id. at 88. According to Sharon, Konrad Electric was not making any money and there were insufficient funds to pay wages or obligations. Id. at 96. Sharon withdrew the $293 remaining in Konrad Electric’s bank account and paid it to Konrad for wages that were owed. Id.

In December 2008, Lake Superior Court entered a judgment in favor of Magnetech and against Konrad Electric in the amount of $35,131.95. Konrad Electric, however, was without assets to satisfy this judgment. Accordingly, in January 2011, Mag-netech filed a third-party complaint against Konrad MWS and the Lambrechts alleging that: (1) Konrad MWS is the alter ego of Konrad Electric and (2) Konrad Electric’s corporate veil should be pierced in order to hold the Lambrechts personally liable for the debts of Konrad Electric. Magnetech moved for summary judgment on both claims. Konrad MWS and the Lambrechts filed a cross-motion seeking summary judgment in their favor. Following a hearing, in February 2012, the trial court entered the following order granting Magnetech’s motion for summary judgment and denying the cross-motion filed by Konrad MWS and the Lambrechts:

As [Konrad MWS] operates the same business as [Konrad Electric], providing the same service to the same customers using the same equipment and operating from the same location it is clearly the alter ego of [Konrad Electric]. Further, as the Lambrechts did not properly capitalize [Konrad Electric] and did not follow corporate formalities and their own Bylaws in operating [Konrad Electric][,] [t]he court has pierced the corporate veil and finds them liable for the debts of [Konrad Electric].

Id. at 16.

Konrad MWS and the Lambrechts now appeal.

Discussion and Decision

It is undisputed that Konrad Electric is liable to Magnetech for $35,131.95. The issue is whether the Lambrechts and Konrad MWS are also liable for Konrad Electric’s debt. The trial court found that the Lambrechts and Konrad MWS are indeed liable and granted Magnetech’s motion for summary judgment. When reviewing a grant or denial of a motion for summary judgment, we stand in the shoes of the trial court and are not limited to reviewing the trial court’s reasons for granting summary judgment. Ziese & Sons Excavating, Inc. v. Boyer Constr. Corp., 965 N.E.2d 713, 719 (Ind.Ct.App.2012).

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973 N.E.2d 1158, 2012 WL 3613780, 2012 Ind. App. LEXIS 405, Counsel Stack Legal Research, https://law.counselstack.com/opinion/konrad-motor-and-welder-service-inc-konrad-lambrecht-and-sharon-indctapp-2012.