Petrovich v. Felco Chemical Corp.

New York Supreme Court

Petrovich v. Felco Chemical Corp.

194 Misc. 111, 86 N.Y.S.2d 327, 1949 N.Y. Misc. LEXIS 1761

CourtNew York Supreme Court

DecidedJanuary 12, 1949

StatusPublished

Cited by3 cases

This text of 194 Misc. 111 (Petrovich v. Felco Chemical Corp.) is published on Counsel Stack Legal Research, covering New York Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Petrovich v. Felco Chemical Corp., 194 Misc. 111, 86 N.Y.S.2d 327, 1949 N.Y. Misc. LEXIS 1761 (N.Y. Super. Ct. 1949).

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Opinion

Colden, J.

In an action for damages for personal injuries sustained by the plaintiff as a result of the explosion of a steel drum containing liquid soap, which was manufactured by the corporate defendant and sold to the plaintiff’s employer, the sole incorporators, stockholders, officers and directors were joined as party defendants, upon the theory that in truth and fact they were copartners in the business of the corporation and were conducting said business under the guise of the corporate form. The individual defendants now move to dismiss the complaint for legal insufficiency.

A corporation must be judged “as a single body and not as a congregation of individuals ” (Matter of Vennier v. Anti-[112]*112Saloon League, 238 N. Y. 457, 463) except where such individuals are using the corporation as a cloak to accomplish some fraudulent purpose (Thomashefsky v. Edelstein, 192 App. Div. 368), or as an instrument of wrong and injustice (Lowendahl v. Baltimore & Ohio R. R. Co., 247 App. Div. 144, affd. 272 N. Y. 360). The test for justifying the disregard of the corporate entity is fraud or illegality; it is invoked where to preserve the corporate fiction' - would work inequity or injustice (Jenkins v. Moyse, 254 N. Y. 319). Nothing of this character is alleged in the complaint or even claimed in the brief.

We have here a case involving an accident which has resulted in personal injuries for which a cause of action is clearly stated against the corporate defendant. The disregard of the corporate entity is attempted solely upon the basis of dominance and control by individuals who incorporated, and now manage and control said corporation through ownership of stock. This of itself does not justify the disregard of the corporate fiction in an action of this character. As was stated in Elenkrieg v. Siebrecht (238 N. Y. 254, 262): “ Many a man incorporates his business or his property and is the dominant and controlling feature of the corporation. He may do so for the very purpose of escaping personal liability, and he may do so as a cover if in fact the corporation really exists — is doing business as permitted by the laws of this state or the state of its incorporation, in other words, is a person recognized by the law.”

Accordingly, the motion is granted. Submit order.

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Colden, J.

In an action for damages for personal injuries sustained by the plaintiff as a result of the explosion of a steel drum containing liquid soap, which was manufactured by the corporate defendant and sold to the plaintiff’s employer, the sole incorporators, stockholders, officers and directors were joined as party defendants, upon the theory that in truth and fact they were copartners in the business of the corporation and were conducting said business under the guise of the corporate form. The individual defendants now move to dismiss the complaint for legal insufficiency.

A corporation must be judged “as a single body and not as a congregation of individuals ” (Matter of Vennier v. Anti-[112]*112Saloon League, 238 N. Y. 457, 463) except where such individuals are using the corporation as a cloak to accomplish some fraudulent purpose (Thomashefsky v. Edelstein, 192 App. Div. 368), or as an instrument of wrong and injustice (Lowendahl v. Baltimore & Ohio R. R. Co., 247 App. Div. 144, affd. 272 N. Y. 360). The test for justifying the disregard of the corporate entity is fraud or illegality; it is invoked where to preserve the corporate fiction' - would work inequity or injustice (Jenkins v. Moyse, 254 N. Y. 319). Nothing of this character is alleged in the complaint or even claimed in the brief.

We have here a case involving an accident which has resulted in personal injuries for which a cause of action is clearly stated against the corporate defendant. The disregard of the corporate entity is attempted solely upon the basis of dominance and control by individuals who incorporated, and now manage and control said corporation through ownership of stock. This of itself does not justify the disregard of the corporate fiction in an action of this character. As was stated in Elenkrieg v. Siebrecht (238 N. Y. 254, 262): “ Many a man incorporates his business or his property and is the dominant and controlling feature of the corporation. He may do so for the very purpose of escaping personal liability, and he may do so as a cover if in fact the corporation really exists — is doing business as permitted by the laws of this state or the state of its incorporation, in other words, is a person recognized by the law.”

Accordingly, the motion is granted. Submit order.

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194 Misc. 111, 86 N.Y.S.2d 327, 1949 N.Y. Misc. LEXIS 1761, Counsel Stack Legal Research, https://law.counselstack.com/opinion/petrovich-v-felco-chemical-corp-nysupct-1949.

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