The court is well aware that ownership of all stock and the presence of common directors will not alone fuse the subsidiary into the parent corporation, either for the purposes of liability or for the purpose of establishing some sort of agency relationship. Turner v. Jack Tar, 353 F.2d 954 (5th Cir. 1965); Manney Co. v. Texas Reserve Life Insurance Co., 407 S.W.2d 345 (Tex.Civ.App.-Dallas, 1966); Thompson v. Sinkler, 295 S.W.2d 508 (Tex.Civ.App.-Beaumont, 1956); Sutton v. Reagan Gee, 405 S.W.2d 828 (Tex.Civ.App.-San Antonio 1966.); Western Rock Co. v. Davis, 432 S.W.2d 555 (Tex.Civ.App. โ Ft. Worth 1968); Bell Oil Gas Co. v. Allied Chemical Corp., 431 S.W.2d 336 (Tex.Sup.Ct. 1968); Hubbard v. Capital Southwest Corp., 448 S.W.2d 571 (Tex.Civ.App.-Waco 1969). Yet, the fact pattern as presented in the depositions taken relating to the questions before the court at this time leads to the conclusion that there is present here more than that amount of control of one corporation over another which mere common ownership and directorship would indicate.
Six of the ten directors of The Trust Company were also directors of WNC; however, the mere fact that corporations have the same officers does not make one liable for the acts of the other. Hubbard v. Capital Southwest Corporation, 448 S.W.2d 571 (Tex.Civ.App. 1969); American Cyanamid Company v. Wilson Toomer Fertilizer Company, 51 F.2d 665 (5th Cir. 1931). Nor does the fact that the parent corporation finances the subsidiary make the subsidiary the agent of the parent corporation.
See 22 Tex.Jur.2d, p. 662; Gress v. Gress, 209 S.W.2d 1003, 1006 โ 1007 (Tex.Civ.App.) writ ref., n.r.e. The appellant here is legally bound by the witten contract as well as by the undisputed testimony as to knowledge of the corporate structure and the separate existence of the parties. Bell Oil Gas Co. v. Allied Chemical Co., 431 S.W.2d 336 (Tex.Sup.); Hubbard v. Capital Southwest Corp., 448 S.W.2d 571 (Tex.Civ.App.), no writ; George v. Houston Boxing Club, Inc., 423 S.W.2d 128 (Tex.Civ.App.), writ ref., n.r.e.; Minchen v. Van Trease, 425 S.W.2d 435, 438 (Tex.Civ.App.), writ ref., n.r.e. And see State v. Swift Co., 187 S.W.2d 127, 131 โ 132 (Tex.Civ.App.), writ ref. In Bell Oil Gas Co., supra, the general rule in this state was quoted: