Earnest v. Merck

21 Citing cases

  1. U.S. v. Fidelity Capital Corp.

    920 F.2d 827 (11th Cir. 1991)   Cited 52 times   1 Legal Analyses
    Holding that under Georgia law, entry on the corporate books of a loan is sufficient formality to characterize the obligation as a loan

    Corley v. Cozart, 115 F.2d 119, 121 (5th Cir. 1940) (interpreting Georgia law); Amason v. Whitehead, 186 Ga. App. 320, 367 S.E.2d 107, 108 (1988); Raynor v. American States Ins. Co., 176 Ga. App. 564, 337 S.E.2d 43, 45 (1985). The corporation is not bound by the acts of the owner as an individual, Casey v. Carrollton Ford Co., 152 Ga. App. 105, 262 S.E.2d 255, 256-57 (1979); Engineered Builders, Inc. v. Lamar Nash Buick-Pontiac, Inc., 133 Ga. App. 141, 210 S.E.2d 179, 180 (1974), and the owner is not bound by corporate acts, even though the individual may dictate every corporate decision, Earnest v. Merck, 183 Ga. App. 271, 358 S.E.2d 661, 663 (1987).

  2. United States ex rel. King v. Solvay S.A.

    823 F. Supp. 2d 472 (S.D. Tex. 2011)   Cited 24 times
    In Solvay, the relators alleged that defendants had marketed three drugs—Luvox, Aceon, and AndroGel —for conditions other than conditions for which the drugs were approved by the FDA ("off-label") and had offered kickbacks to physicians who prescribed the drugs.

    and the “plaintiff must show that the defendant ‘disregarded the separateness of legal entities by commingling on an interchangeable or joint basis or confusing the otherwise separate properties, records or controls.’ ” Id. (quoting Earnest v. Merck, 183 Ga.App. 271, 358 S.E.2d 661 (1987)). “ ‘To establish the alter ego doctrine it must be shown that the stockholders' disregard of the corporate entity made it a mere instrumentality for the transaction of their own affairs; that there is such unity of interest and ownership that the separate personalities of the corporation and the owners no longer exist; and to adhere to the doctrine of corporate entity would promote injustice or protect fraud.’ ” Farmers Warehouse of Pelham, Inc. v. Collins, 220 Ga. 141, 137 S.E.2d 619, 625 (1964) (quoting Fletcher Cyclopedia Corporations, vol. 1, § 41.1, p. 169).

  3. Edmunds v. Delta Partners, L.L.C.

    403 S.W.3d 812 (Tenn. Ct. App. 2013)   Cited 61 times
    Holding that the shareholder exercised complete dominion over the company where he admitted that the company "was 'essentially' him"

    “[T]here is no evidence short of speculation that [the shareholder] was acting in an individual capacity whereas in apposition, the records show [appellees were] aware by [all relevant] written documents that [the shareholder] was acting only in a representative capacity. [ ]” Earnest v. Merck, [183 Ga.App. 271, 273,] 358 S.E.2d 661[ (Ga.Ct.App.1987) ].Hester, 402 S.E.2d at 335;see also Western Broadcasting Co. of Columbus v. Barrington, 167 Ga.App. 301, 306 S.E.2d 320, 322 (1983) (holding that piercing the corporate veil was inappropriate when the plaintiff failed to show that the statements made were assurances of personal liability); Menchio v. Rymer, 179 Ga.App. 852, 348 S.E.2d 76 (1986) (reversing judgment allowing plaintiffs to pierce corporate veil when co-plaintiff admitted that she had dealt with corporation rather than with its president personally).

  4. Atlantic Coast Cable, Inc. v. Mallory

    540 S.E.2d 206 (Ga. Ct. App. 2000)   Cited 1 times

    "The corporate veil may be pierced where the parties themselves have disregarded the separateness of legal entities by commingling on an interchangeable or joint basis or confusing the otherwise separate properties, records or control." Earnest v. Merck, 183 Ga. App. 271, 273 ( 358 S.E.2d 661) (1987). Here, ACC presented evidence that Mallory paid corporate debts to third parties from his personal account, and wrote checks to Watts, not to the corporation.

  5. Enchanted Valley RV Park Resort, Ltd. v. Weese

    241 Ga. App. 415 (Ga. Ct. App. 1999)   Cited 12 times

    Defendants systematically "disregarded the separateness of legal entities[, i.e, Developer and Association,] by commingling on an interchangeable or joint basis or confusing the otherwise separate properties, records or control." Earnest v. Merck, 183 Ga. App. 271, 273 ( 358 S.E.2d 661) (1987); accord Amason v. Whitehead, 186 Ga. App. 320, 322 ( 367 S.E.2d 107) (1988); Northwest Preferred v. Williams, 184 Ga. App. 145, 147 (2) ( 360 S.E.2d 910) (1987). Thus, the trial court did not err.

  6. Swiss Bank Corp. v. Thomas

    514 S.E.2d 68 (Ga. Ct. App. 1999)   Cited 2 times

    With regard to the negotiations, an association, like a corporation, can only operate through the actions of individuals. See Earnest v. Merck, 183 Ga. App. 271 ( 358 S.E.2d 661) (1987). Swiss Bank's interpretation would render OCGA § 14-10-7(b) meaningless, as members would always be individually liable for any action taken by the Association.

  7. Weir v. McGill

    203 Ga. App. 431 (Ga. Ct. App. 1992)   Cited 11 times

    Accordingly, the trial court did not err in granting summary judgment to McGill on this ground. See Hester Enterprises, Inc. v. Narvais, 198 Ga. App. 580 (1) ( 402 S.E.2d 333) (1991); Earnest v. Merck, 183 Ga. App. 271 ( 358 S.E.2d 661) (1987). 3. Plaintiffs next argue the trial court erred in granting McGill's motion for summary judgment because genuine issues of fact remain as to McGill's personal liability on plaintiffs' claims for simple and gross negligence.

  8. Hester Enterprises v. Narvais

    198 Ga. App. 580 (Ga. Ct. App. 1991)   Cited 16 times

    The mere operation of corporate business does not render one personally liable for corporate acts. [Cit.] The corporate veil may be pierced where the parties themselves have disregarded the separateness of legal entities by commingling on an interchangeable or joint basis or confusing the otherwise separate properties, records or control. [Accordingly, the issue to be decided is whether there is] any evidence in this record to indicate that [Hester], in addition to acting as the principal operating officer of the [Corporation], also conducted his private and corporate business on an interchangeable or joint basis as if they were one. [Cit.]" Earnest v. Merck, 183 Ga. App. 271, 273 ( 358 S.E.2d 661) (1987). There is evidence that, at the closing, Hester guaranteed performance of a new agreement whereby a central air conditioning system would be installed in appellees' home.

  9. Fussell v. Jones

    401 S.E.2d 593 (Ga. Ct. App. 1991)   Cited 8 times

    "The mere operation of corporate business does not render [a corporate officer] personally liable for corporate acts. [Cit.]" Earnest v. Merck, 183 Ga. App. 271, 273 ( 358 S.E.2d 661) (1987). A corporate officer "who takes part in the commission of a tort by the corporation is personally liable therefor, but an officer of a corporation who takes no part in the commission of a tort committed by the corporation is not personally liable unless he specifically directed the particular act to be done or participated or co-operated therein [or if he disregarded the corporate form so as to authorize piercing of the corporate veil]."

  10. WMH, Inc. v. Thomas

    195 Ga. App. 61 (Ga. Ct. App. 1990)   Cited 8 times

    Those cases relied upon by defendant Huffman to support his argument that an officer may not be held liable for the torts of a corporation are distinguishable. See Energy Contractors v. Ga. Metal Systems, 186 Ga. App. 475, supra (in which neither the president of the corporation nor the corporation itself could be liable for tortious interference with the contract in question because the corporation was a party to the contract); Earnest v. Merck, 183 Ga. App. 271 ( 358 S.E.2d 661) (1987) and Trans-State v. Barber, 170 Ga. App. 372 ( 317 S.E.2d 242) (1984) (which addressed the issue of individual liability for corporate contractual liabilities). The trial court did not err in failing to charge the jury that individual liability could not be imposed without evidence sufficient to pierce the corporate veil.