Axtmann v. Chillemi

21 Citing cases

  1. Taszarek v. Lakeview Excavating, Inc.

    2016 N.D. 172 (N.D. 2016)   Cited 5 times
    Holding the Hilzendager-Jablonsky factors must be considered in all veil-piercing cases, including under the alter ego doctrine

    Further, “[a] corporation's officers and directors generally are not liable for the corporation's ordinary debts.” Watts v. Magic 2 x 52 Mgmt., Inc., 2012 ND 99, ¶ 12, 816 N.W.2d 770 ; see also Coughlin Constr. Co. v. Nu–Tec Indus., Inc., 2008 ND 163, ¶ 19, 755 N.W.2d 867 ; Axtmann v. Chillemi, 2007 ND 179, ¶ 12, 740 N.W.2d 838. [¶ 9] We have held, however, that “the corporate veil may be pierced when the legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime.”

  2. Coughlin Construction Co., Inc. v. Nu-Tec Industries, Inc.

    2008 N.D. 163 (N.D. 2008)   Cited 26 times
    Summarizing standard for piercing the corporate veil

    [¶ 18] Nu-Tec and the Balzers argue the district court misapplied the law in piercing Nu-Tec's corporate veil. [¶ 19] Although the officers and directors of a corporation generally are not liable for the ordinary debts of a corporation, Axtmann v. Chillemi, 2007 ND 179, ¶ 12, 740 N.W.2d 838, the corporate veil may be pierced when the legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime. Intercept Corp. v. Calima Fin., LLC, 2007 ND 180, ¶ 15, 741 N.W.2d 209; see also Red River Wings, Inc. v. Hoot, Inc., 2008 ND 117, ¶ 34, 751 N.W.2d 206 (citation omitted) ("To apply the alter ego doctrine, `there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist,' and `there must be an inequitable result if the acts in question are treated as those of the corporation alone.'").

  3. Taszarek v. Lakeview Excavating, Inc.

    2021 N.D. 237 (N.D. 2021)   Cited 2 times

    A finding of fact is clearly erroneous if it is induced by an erroneous view of the law, if no evidence exists to support the finding, or if, on the entire record, a reviewing court is left with a definite and firm conviction a mistake has been made. Axtmann v. Chillemi, 2007 ND 179, ¶ 15, 740 N.W.2d 838.

  4. Watts v. Magic 2 X 52 Mgmt., Inc.

    2012 N.D. 99 (N.D. 2012)   Cited 5 times

    A corporation's officers and directors generally are not liable for the corporation's ordinary debts. Coughlin Constr. Co., Inc. v. Nu–Tec Indus., Inc., 2008 ND 163, ¶ 19, 755 N.W.2d 867;Axtmann v. Chillemi, 2007 ND 179, ¶ 12, 740 N.W.2d 838. However, “the corporate veil may be pierced when the legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime.”

  5. Solid Comfort, Inc. v. Hatchett Hospitality Inc.

    2013 N.D. 152 (N.D. 2013)   Cited 6 times
    Noting "insufficient capitalization for the purposes of the corporate undertaking" may be considered in deciding whether to pierce the corporate veil

    [¶ 17] We have said generally that “[a] corporation's officers and directors ... are not liable for the corporation's ordinary debts.” Watts v. Magic 2 x 52 Mgmt., Inc., 2012 ND 99, ¶ 12, 816 N.W.2d 770;see also Coughlin Constr. Co. v. Nu–Tec Indus., Inc., 2008 ND 163, ¶ 19, 755 N.W.2d 867;Axtmann v. Chillemi, 2007 ND 179, ¶ 12, 740 N.W.2d 838. But, “the corporate veil may be pierced when the legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime.”

  6. MacQuarie Bank Limited v. Knickel

    723 F. Supp. 2d 1161 (D.N.D. 2010)   Cited 8 times   1 Legal Analyses

    "Although the officers and directors of a corporation generally are not liable for the ordinary debts of a corporation, the corporate veil may be pierced when the legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime." Coughlin Constr., 755 N.W.2d at 873 (citingAxtmann v. Chillemi, 740 N.W.2d 838, 843 (N.D. 2007); Intercept Corp. v. Calima Fin.,LLC, 741 N.W.2d 209, 213 (N.D. 2007)). A number of factors are considered when determining whether to pierce the corporate veil:

  7. Yanez v. Graco Inc.

    45 F. Supp. 3d 1016 (D. Minn. 2014)

    B. ExitFlex USA Applying these principles here, and predicting how the North Dakota Supreme Court would approach the facts of this case, the Court concludes that ExitFlex USA may be held liable as a successor corporation to JP Flexibles because a reasonable jury could conclude that it falls into the third exception—that ExitFlex USA is a “mere continuation” of JP Flexibles. Downtowner, 347 N.W.2d at 121; see also Axtmann v. Chillemi, 740 N.W.2d 838, 855 (N.D.2007) (Kapsner, J., concurring in part and dissenting in part) (“The successor corporation will be liable for the debts of the selling company when it is a mere continuation of the selling company.”). There are five factors to consider in determining whether an entity is a ‘mere continuation’: (1) transfer of corporate assets (2) for less than adequate consideration (3) to another corporation which continued the business operation of the transferor (4) when both corporations had at least one common officer or director who was in fact instrumental in the transfer ... and (5) the transfer rendered the transferor incapable of paying its creditors' claims because it was dissolved in either fact or law.

  8. W. Dakota Oil, Inc. v. Kathrein Trucking, LLC

    2022 N.D. 111 (N.D. 2022)   Cited 2 times

    "A finding of fact is clearly erroneous if it is induced by an erroneous view of the law, if no evidence exists to support the finding, or if, on the entire record, a reviewing court is left with a definite and firm conviction a mistake has been made." Axtmann v. Chillemi, 2007 ND 179, ¶ 15, 740 N.W.2d 838.

  9. Taszarek v. Lakeview Excavating, Inc.

    2019 N.D. 168 (N.D. 2019)   Cited 5 times

    [¶6] Generally, the officers and directors of a corporation are not liable for the ordinary debts of a corporation; however, the corporate veil may be pierced when the legal entity is used to justify wrong, defeat public convenience, protect fraud, or defend crime. Coughlin Constr. Co., Inc. v. Nu-Tec Indus., Inc. , 2008 ND 163, ¶ 19, 755 N.W.2d 867 (citing Intercept Corp. v. Calima Fin., LLC , 2007 ND 180, ¶ 15, 741 N.W.2d 209 ; Axtmann v. Chillemi , 2007 ND 179, ¶ 12, 740 N.W.2d 838 ). Under the alter ego approach to piercing the corporate veil:

  10. Monster Heavy Haulers, LLC v. Goliath Energy Servs., LLC

    2016 N.D. 176 (N.D. 2016)

    Jablonsky v. Klemm, 377 N.W.2d 560, 564 (N.D. 1985). Not all factors need be established to pierce the corporate veil, see Axtmann v. Chillemi, 2007 ND 179, ¶¶ 16-24, 740 N.W.2d 838 (three factors sufficient), and the "element of unfairness may be established by the showing of a number of the requisite factors." Id. at ¶ 13.