However, further analysis is required to ascertain the status of the claim after assignment and its value. The Bank contends that the Graduses' customer claim is freely assignable and retains its priority status thereafter. It relies on such bankruptcy cases as Shropshire, Woodliff Co. v. Bush, 204 U.S. 186, 27 S.Ct. 178, 51 L.Ed. 436 (1907); In re Dorr Pump Mfg. Co., 125 F.2d 610 (7th Cir. 1942); and In re Zipco, Inc., 157 F. Supp. 675 (S.D.Cal. 1957), aff'd sub nom. Bass v. Shutan, 259 F.2d 561 (9th Cir. 1958). Shropshire held that a claim for wages against a bankrupt was assignable and retained its statutory priority.
The mere fact that Greenberg was the sole stockholder of PSG does not by itself make him the alter ego of the corporation. See Bass v. Shutan, 259 F.2d 561, 562 (9th Cir. 1958). While Greenberg kept no formal individual books of account separate from those of PSG, he prepared his individual income tax returns from original records and there was evidence to show that he had his own assets and liabilities and transacted his own affairs separately from PSG.
" To the same effect are Bass v. Shutan, 259 F.2d 561, 563 (9 Cir. 1958); In re Otto, 146 F. Supp. 786, 791 (S.D.Cal. 1956); 3 Collier on Bankruptcy (14th ed.), Par. 64.205. See Home Indem. Co. v. F.H. Donovan Painting Co., 325 F.2d 870, 874 (8 Cir. 1963).
United States v. Munro-Van Helms Co., 5 Cir., 1957, 243 F.2d 10; Division of Labor Law Enforcement v. Sampsell, 9 Cir. 1949, 172 F.2d 400; Kavanas v. Mead, 4 Cir. 1948, 171 F.2d 195, 6 A.L.R.2d 645. The district court's holding that respondent's claims were for vacation and holiday pay already earned and entitled to priority under Section 64, sub. a(2) of the Act does not appear clearly erroneous. The facts of this case bring it into closer alignment to the "assigned wage claim" cases than to Embassy Restaurant, supra. Shropshire, Woodliff Co. v. Bush, 1901, 204 U.S. 186, 27 S.Ct. 178, 51 L.Ed. 436; Bass v. Shutan, 9 Cir. 1958, 259 F.2d 561; In re Otto, S.D.Cal. 1956, 146 F. Supp. 786. The parties do not suggest a difference between "vacation" and "holiday" pay.
Ize Nantan Bagowa, Ltd. v. Scalia, 577 P.2d 725, 728-29, 728-29 (Ariz. Ct. App. 1978); Deutsche Credit Corp. v. Case Power & Equip. Co., 876 P.2d at 1195-96; Jabczenski v. Southern Pacific Memorial Hospital, Inc., 579 P.2d 53, 59 (Ariz. Ct. App. 1978). See also Bass v. Shutan, 259 F.2d 561, 563 (9th Cir. 1958). Second, Plaintiffs allege the Cuzicks failed to maintain separate corporate formalities such as separate and proper accounting for FSWAZ.
The mere fact that a person is the sole stockholder of a corporation does not of itself make him the alter ego of the corporation. Bass v. Shutan, 259 F.2d 561 (9th Cir.). The corporate entity will be disregarded only under exceptional circumstances such as where a corporation is a mere shell, serving no legitimate business purpose, and is used principally as an intermediary to perpetrate fraud or promote injustice. Bankers Life and Casualty Company v. Kirtley, 338 F.2d 1006 (8th Cir.) (Iowa).
Id. at 866-67. A similar ruling was made in In re Zipco, Inc., 157 F. Supp. 675 (S.D.Cal. 1957), aff'd, 259 F.2d 561 (9th Cir. 1958). Payment of legal fees by a third party, the president of the bankrupt corporation, was found not subject to review by the court.
However, the mere fact that it is a one-man corporation does not mean the corporation is the alter ego of that one man. Thus, in Bass v. Shutan, 259 F.2d 561 (9th Cir. 1958) the court held that Zipco Incorporated was not the alter ego of its sole shareholder, director, president and general manager. Although the Arizona statutes governing professional corporations authorize a one-man corporation, this does not mean that the corporate entity can be disregarded.
Priority has also been accorded a wage claim of a claimant who was the sole shareholder, a director, president and general manager of the bankrupt corporation. Bass v. Shutan (CA9, 1958), 259 F.2d 561. Priority will not be denied merely because the employment involves an exercise of discretion.