M & M Wholesale Florist, Inc. v. Emmons

• Decision Date: 26 June 1992
• Citation: 600 So.2d 998
• Parties: M & M WHOLESALE FLORIST, INC. v. Mary Maude EMMONS and Floyd Earl Emmons, Jr. 1910264.
• Court: Alabama Supreme Court

Page 998

600 So.2d 998

M & M WHOLESALE FLORIST, INC. v. Mary Maude EMMONS and Floyd Earl Emmons, Jr.

1910264.

Supreme Court of Alabama.

June 26, 1992.

Alex W. Zoghby and Mylan R. Engel of Engel, Walsh & Zoghby, Mobile, for appellant.

Daniel G. Blackburn and George R. Irvine III of Stone, Granade, Crosby & Blackburn, P.C., Bay Minette, for appellees.

INGRAM, Justice.

This appeal arises from an action brought by M & M Wholesale Florist, Inc. ("M & M"), to recover on the account of Bay Minette Flower Shop, Inc.; M & M sought to recover from Mary Maude Emmons and her son Floyd Earl Emmons, Jr., individually. In the early 1950s, Mrs. Emmons opened an account at M & M in order to purchase flowers and florist supplies for her flower shop in Bay Minette. In 1973, the flower shop was incorporated. Mrs. Emmons managed the day-to-day operations of the business until sometime in the 1980s, when her son took over those operations. It is undisputed that the debt on the account at M & M was incurred after the flower shop was incorporated and while Mr. Emmons was running the store.

In order to recover against an individual for the debts of a corporation, the plaintiff must show (1) that the individual agreed to be liable for the debts; or (2) that the facts surrounding the transaction support a disregard for the corporate form. The evidence is undisputed that there was no agreement between the parties that Mrs. Emmons or her son would be personally liable for the debts of the flower shop to M & M. Therefore, M & M is not entitled to recover the amount owing on the flower shop's account from those individuals on that basis.

There is no evidence that would support this Court's disregarding the corporate form and "piercing the corporate veil." This Court has said:

"Our case law holds that the corporate identity will not be disregarded unless the individual sought to be charged with the corporation's liability has used the corporate identity as his alter ego. Forester & Jerue, Inc. v. Daniels, 409 So.2d 830 (Ala.1982). Also, this Court has held that a corporation is a 'distinct and separate entity from the individuals who compose it as stockholders or who manage it as directors or officers.' Cohen v. Williams, 294 Ala. 417, 420, 318 So.2d 279, 281 (1975). Also, the 'corporate form is not lightly disregarded, since limited liability is one of the principal purposes for which the law has created the corporation.' Krivo Industrial Supply Co. v. National Distillers &...