Opinion
56678.
SUBMITTED OCTOBER 3, 1978.
DECIDED OCTOBER 23, 1978.
Action for commission. DeKalb State Court. Before Judge Mitchell.
Leonard N. Habif, Lenny Franco, for appellant.
B. J. Roberts, John C. McManus, for appellee.
Andrew McColgan as owner executed a lease with United Process Equipment, Inc. to which DeKalb Realty Company was a party for the protection of its commission. Paragraph 5 states that if the tenant acquires title to the premises during the lease term the landlord is to pay the Realtor a sales commission. The lease, dated November 16, 1972, ran for three years. On January 21, 1974, McColgan sold the property to Joe Walton and Phillip Stout (Walton's signature appears on the lease as president of the lessee corporation, and Stout's as a witness). Walton and Stout executed a joint affidavit in which they stated that about January 21, 1974, they as individuals purchased the subject property, that neither of them had ever been a tenant of the seller and neither had "signed a lease personally on said property with anyone." The trial court granted the defendant seller's motion for summary judgment in an action initiated by the plaintiff for the recovery of a real estate commission and plaintiff appeals.
SUBMITTED OCTOBER 3, 1978 — DECIDED OCTOBER 23, 1978.
A corporation and its president are in law entirely separate and distinct entities, even though the lease contract at issue is signed by the individual in his capacity of president of the corporation; absent allegations that the contract was executed because of fraud or collusion between the corporation and its officers, the corporate veil is not pierced and the corporation is not liable for the action of its officers in their individual capacities. Jolles v. Holiday Builders, Inc., 222 Ga. 358 ( 149 S.E.2d 814) (1966). The plaintiff neither pleaded any such acts of fraud and collusion as would render the corporation responsible for the acts of Walton and Stout, nor was the question otherwise raised on the motion for summary judgment. On the contrary, the plaintiff replied in an answer to interrogatories that it relied on contract in prosecuting this action, and by amendment made it clear that the pertinent contract provision was that binding the landlord to pay sales commission only if the "tenant" purchased the property. The plaintiff here has neither alleged nor offered evidence which would raise an issue of fact as to the collusion of the corporate tenant and its officers, the individuals purchasing.
The trial court properly granted the defendant's motion for summary judgment.
Judgment affirmed. Smith and Banke, JJ., concur.