ng the Corporate Fiction in Florida: The Need for Specifics, 27 U.Fla.L.Rev. 175 (1974-75); Grossman, Alter Ego: A Perplexing Doctrine, 51 L.A.B.J. 233 (1975-76); Corrigan and Schirott, Piercing the Corporate Veil: Dispelling the Mists of Metaphor, 17 Trial Lawyer's Guide 121 (1973 Annual); Note, Disregard of the Corporate Entity, 4 Wm. Mitchell L. Rev. 334 (1978); Krendl and Krendl, Piercing the Corporate Veil: Focusing the Inquiry, 55 Denver L.J. 1 (1978); Barber, Piercing the Corporate Veil, 17 Willamette L.Rev. 371 (1980-81); Comment, Disregarding the Entities of Closely Held and Parent-Subsidiary Corporate Structures in Alabama, 12 Cumberland L.Rev. 155 (1981-82); Note, Piercing the Corporate Law Veil: The Alter Ego Doctrine Under Federal Common Law, 95 Harv.L.Rev. 853 (1981-82).Pardo v. Wilson Line, 414 F.2d 1145, 1149-50 (D.C.App. 1969); Merkel Associates v. Bellofram Corp., 437 F. Supp. 612 (W.D.N.Y. 1977); County Maid v. Haseotes, 299 F. Supp. 633 (E.D.Pa. 1969); Syll. Pt. 3, Ramsey v. Adams, 4 Kan. App.2d 184, 603 P.2d 1025 (1979); Amoco Chemicals Corp. v. Bach, 222 Kan. 589, 567 P.2d 1337, 1341 (1977); Abraham v. Lake Forest, 377 So.2d 465, 468 (La.App. 1979); William B. Roberts v. McDrilling Co., 579 S.W.2d 335, 345 (Tex.Civ.App. 1979), reh. denied; Shaw v. Bailey-McCune Co., 11 Utah 2d 93, 355 P.2d 321, 322 (1960). Justice may require that courts look beyond the bare legal relationship of the parties to prevent the corporate form from being used to perpetrate injustice, defeat public convenience or justify wrong.

This is true whether the corporation has many stockholders or only one. Ramsey v. Adams, 4 Kan. App. 2d 184, 603 P.2d 1025, 1027 (1979); Kline v. Kline, 104 Mich. App. 700, 305 N.W.2d 297, 298 (1981). Consequently, the corporate veil which protects stockholders from individual liability will only be pierced reluctantly and cautiously.

The doctrine of successor liability is an equitable doctrine. See Ramsey v. Adams , 4 Kan. App. 2d 184, 186, 603 P.2d 1025 (1979) (corporate veil pierced "[w]hen equity demands"). Under Kansas law, the application of an equitable doctrine rests within the sound discretion of the district court.

While we have been directed to no Massachusetts case treating the question of disregard of the separate existence of a close corporation in greater depth, courts in other jurisdictions usually weigh a list of factors, including insufficient capitalization for purposes of the corporate undertaking, nonobservance of corporate formalities, nonpayment of dividends, insolvency of the corporation at the time of the litigated transaction, siphoning of corporate funds by the dominant shareholders, nonfunctioning of officers and directors other than the shareholders, absence of corporate records, use of the corporation for transactions of the dominant shareholders, and use of the corporation in promoting fraud. See, e.g., Ramsey v. Adams, 4 Kan. App. 2d 184, 603 P.2d 1025 (1979); Victoria Elevator Co. v. Meridian Grain Co., 283 N.W.2d 509 (Minn. 1979). The jury could have found here that Randolph failed to observe corporate formalities, siphoned funds, kept no records, and used Checkers, Chips, and Bentley for his own personal transactions.

I R. 188. The eight factors in the district court's instruction correctly state the Kansas law on disregarding the corporate entity. See, e.g., Sampson v. Hunt, 233 Kan. 572, 665 P.2d 743, 751 (1983); Amoco Chemicals Corp. v. Bach, 222 Kan. 589, 567 P.2d 1337, 1341-42 (1977); Ramsey v. Adams, 4 Kan. App. 2d 184, 603 P.2d 1025, 1028 (1979); Burge v. Frey, 545 F. Supp. 1160, 1174 n. 6 (D.Kan. 1982) (applying Kansas law); see also Wegerer v. First Commodity Corp. of Boston, 744 F.2d 719, 726-27 (10th Cir. 1984) (applying Kansas alter ego doctrine); id. at 729-30 (McKay, J., dissenting) (same). We are satisfied that there was sufficient evidence for a reasonable jury to conclude that several of these factors warranted disregarding the corporate entity of U.S. Agro. For example, U.S. Agro's failure to comply with corporate formalities is evidenced by the action taken by the Illinois Secretary of State to dissolve the corporation for failing to file an annual report or to pay the annual franchise tax. II R. 252-53.

(1) undercapitalization of a one-man corporation, (2) failure to observe corporate formalities, (3) nonpayment of dividends, (4) siphoning of corporate funds by the dominant stockholder, (5) nonfunctioning of other officers or directors, (6) absence of corporate records, (7) the use of the corporation as a facade for operations of the dominant stockholder or stockholders, and (8) the use of the corporate entity in promoting injustice or fraud.Ramsey v. Adams, 4 Kan. App. 2d 184, 186-87, 603 P.2d 1025 (1979) (citing Amoco Chem. Corp. v. Bach, 222 Kan. 589, 594, 567 P.2d 1337 (1977). Disregard of the corporate entity is a severe measure which the court should approach with great caution.

The corporate identity is disregarded or pierced as the alter ego of the stockholder when the corporation has been used as a mere instrumentality for the stockholder to carry out his personal business and when to permit a separate corporate identity would result in fraud and injustice. Kilpatrick Bros., Inc. v. Poynter, 205 Kan. 787, 797, 473 P.2d 33 (1970); Ramsey v. Adams, 4 Kan. App. 2d 184, 186, 603 P.2d 1025 (1979). The piercing of a corporate veil is done with reluctance and caution.

When a corporate debt has been personally guaranteed or the corporation is the alter ego of the majority stockholder, the corporate form will be disregarded. Ramsey v. Adams, 4 Kan. App. 2d 184, 185, 603 P.2d 1025, 1026 (1980). 20. The court finds the evidence as to the liability of Virginia Frey and Frey, Inc. is insufficient and grants the motions for directed verdict in favor of these defendants.

Colman v. Colman, 743 P.2d 782, 786 (Utah App. 1987). See Ramsey v. Adams, 4 Kan. App. 2d 184, 603 P.2d 1025, 1027 (1979). "[This] limited liability . . . promote[s] commerce and industrial growth by encouraging shareholders to make capital contributions to corporations without subjecting all their personal wealth to the risks of the business."

(1) under-capitalization of a one-man corporation; (2) failure to observe corporate formalities; (3) nonpayment of dividends; (4) siphoning of corporate funds by the dominant stockholder; (5) nonfunctioning of other officers or directors; (6) absence of corporate records; (7) the use of the corporation as a facade for operations of the dominant stockholder or stockholders; and (8) the use of the corporate entity in promoting injustice or fraud.Colman v. Colman, 743 P.2d 782, 786 (Utah App. 1987) (footnotes omitted) (citing Ramsey v. Adams, 4 Kan. App. 2d 184, 603 P.2d 1025, 1028 (1979)). On appeal, Hansens point to only four items of "evidence" as proof of the "unity of interest" part of the Norman test.