Case Analysis
Case Analysis
孙建钢
【关键词】piercing of corporate veil
【全文】
Case Analysis
Name:
Pierson v. Jones, 625 P.2d 1085(Id. 1981) on Page 300, English for the Legal Profession
Appellant: Pierson
Appellee: Jones
Cause of action:
Pierson brought Jones to sue, arguing that Jones should hold personal liability for a corporate debt.
In September of 1975, Jones incorporated his sheet metal business from a sole proprietorship. He transferred the assets of that business to a corporation in exchange for an equal amount of stock. At the beginning of the corporation, Mr. and Mrs. Jones were the only directors although the bylaws required at less three ones.
Mr. Jones became the solo director and shareholder of the corporation after Jones and his wife were divorced. It was not until August of 1976 that the corporate bylaws were amended to permit fewer than three directors. During that period, Jones held a corporate meeting at which the corporation was authorized to borrow a large amount of money from Pierson.
Pierson was an employee of the corporation from July 1976 to December 1976, and in such capacity he had occasion to work with and check the business records of the corporation on a basis.
Since 1977, the business had begun to get sustaining financial losses. Although Jones once assigned corporate accounts to Pierson, the corporation still owed him one-third of amount when the corporation filed bankruptcy on June 1977.
Appellant argument:
1. The corporation was undercapitalized at the time he lent it money.
2. The bylaw was not obeyed. The corporation had less than three directors.
3. Court should pierce the corporate veil and sentence Jones to personal liability.
Appellee defense:
