Alice Roofing and Sheet Metal Works, Inc. v. Halleman
| Decision Date | 31 August 1989 |
| Docket Number | No. 04-88-00597-CV,04-88-00597-CV |
| Citation | 775 S.W.2d 869 |
| Parties | ALICE ROOFING AND SHEET METAL WORKS, INC., Appellants, v. Lee Roy HALLEMAN, Appellee. |
| Court | Texas Court of Appeals |
David Naworski, Bailey & Shaw, San Antonio, for appellants.
Paul M. Green, Green & McReynolds, San Antonio, for appellee.
Before REEVES, PEEPLES and CARR, JJ.
This is an appeal from a summary judgment. Appellant corporation brought this suit against appellee, Lee Halleman, who was formerly the sole shareholder of appellant, to recover an alleged corporate debt. Appellee filed a motion for summary judgment claiming that no debt was created by the transaction in question, and that appellant's claims are barred by the four-year Statute of Limitations. TEX.R.CIV.PRAC. & REM.CODE § 16.004. The trial court granted the motion for summary judgment and this appeal followed.
Appellant's original petition 1 was filed in December 1987 and alleged, in summary, the following cause of action: That on January 27, 1973, the appellant, a Texas Corporation chartered in 1971, borrowed the principal sum of $98,000.00 from the Alice National Bank, repayable in thirty-six (36) monthly installments; that the loan was repaid by appellant corporation using corporate funds; and that the borrowed funds were corporate funds but were used by appellee, the sole shareholder of the Corporation, for non-corporate expenditures, thus making appellee indebted to appellant corporation for such amount.
The record shows that in March 1984, appellee sold the corporation to Mr. A.R. Armstrong and Mr. Ray Gonzales, each of whom held 10% of the corporate stock for several years prior to their 1984 purchase. In oral argument both appellant and appellee acknowledged that Armstrong and Gonzales had no stock ownership at the time of the 1973 transaction in question.
Appellant alleges that no proper summary judgment evidence was before the court. Appellant further contends that material facts remained at issue regarding whether the 1973 debt sued upon was a corporate debt and whether appellee's concealment of the debt at the time of the 1984 sale of the corporate records prevented the Appellant's discovery of this alleged debt, thereby tolling the Statute of Limitations.
The dispositive issue on appeal is whether appellant established limitations as a matter of law.
Appellee has pled the statute of limitations as an affirmative defense and appellant has alleged the discovery rule in an attempt to avoid the statute of limitations. As movant for summary judgment, appellee had the burden to establish limitations and negate the discovery rule as a matter of law. Weaver v. Witt, 561 S.W.2d 792 (Tex.1977).
Appellant argues that the statute of limitations was tolled because at the time of the 1984 sale of the Corporation, appellee concealed documents which evidenced the alleged 1973 debt and, consequently, were not discovered by the new owners, Mr. Armstrong and Mr. Gonzales, until 1987. However, it is clear from the record that the corporation is the plaintiff in this action, not Mr. Armstrong and/or Mr. Gonzales. Further, it is undisputed that the transaction upon which this suit is based took place in 1973, when appellee was the sole shareholder of the corporation. A corporation is merely a legal fiction and can only act through its agents. Underwriters Life Ins. v. Cobb, 746 S.W.2d 810, 821 (Tex.App.--Corpus Christi 1988, no writ). A corporation has no consciousness, except for that of its agents. Therefore, when the 1973 transaction took place, the Corporation had full knowledge of the transaction because it was acting through appellee, its agent. Later, when Armstrong and Gonzales became shareholders and officers of the corporation, they, as individuals, became aware of what the corporation "knew" all...
To continue reading
Request your trial
-
Morriss v. Enron Oil & Gas Co.
...pleadings alone. The motion was, therefore, not supported by any summary judgment evidence or affidavits. See Alice Roofing & Sheet Metal Works v. Halleman, 775 S.W.2d 869, 870 (Tex.App.--San Antonio 1989, no Enron's Motion for Summary Judgment was set for hearing on March 29, 1994. On Marc......
-
Seibert v. General Motors Corp.
...of a plaintiff can certainly be used to establish that a case was filed outside the statute of limitations. Alice Roofing & Sheet Metal Works v. Halleman, 775 S.W.2d 869, 870 (Tex.App.--San Antonio 1989, no writ); Gottlieb v. Hofheinz, 523 S.W.2d 7, 10 (Tex.App.--Houston [1st Dist.] 1975, n......
-
F.D.I.C. v. Shrader & York
...to determine when the statute of limitations begins to run on a corporation's cause of action. Alice Roofing & Sheet Metal Works, Inc. v. Halleman, 775 S.W.2d 869 (Tex.App.1989) (Alice Roofing). In Alice Roofing, a corporation took out a loan and repaid it with corporate funds. However, the......
-
Gerstacker v. Blum Consulting Engineers, Inc.
...Nevertheless, there is authority for the proposition that a plaintiff can plead himself out of court. See Alice Roofing & Sheet Metal Works, Inc. v. Halleman, 775 S.W.2d 869, 870 (Tex.App.--San Antonio 1989, no writ); Schroeder v. Texas & Pac. Ry., 243 S.W.2d 261, 263 (Tex.Civ.App.--Dallas ......