Dockstader v. Walker, 13014
| Decision Date | 29 May 1973 |
| Docket Number | No. 13014,13014 |
| Citation | 510 P.2d 526,29 Utah 2d 370 |
| Parties | d 370 Don L. DOCKSTADER, Plaintiff and Respondent, v. Hy WALKER and Westland Hills Country Club, a Utah corporation, Defendants and Appellants. |
| Court | Utah Supreme Court |
Allan T. Howe, of Howe & Howe, Murray, for defendants and appellants.
Sumner J. Hatch, of Hatch, McRae & Richardson, Salt Lake City, for plaintiff and respondent.
The respondent, hereinafter called plaintiff, was employed by the corporate defendant to serve for one year as its golf professional at a salary of $4,200 per year, payable at the rate of $350 per month. In addition, he was to have certain other emoluments including the profits from a pro shop which was to be under his direction. The last paragraph of the contract of employment read: 'This contract will be re-negotiated annually but will terminate twelve months from date unless earlier re-negotiated.'
The corporate defendant, a nonprofit organization, by the end of the year was in financial difficulty. The appellant, Walker, was president of the corporation and notified the plaintiff that his contract would not be renegotiated but that he could continue working as the golf pro on a month-to-month basis. Later, plaintiff was told that his salary would be stopped and he could earn commissions on the sale of memberships in the club as well as profits from the operation of the pro shop.
In his complaint the plaintiff claimed that his contract was renegotiated orally and that the corporation and Walker were each liable to him for $3,050.45. Paragraph 1 of the complaint states:
The corporate defendant is a non-profit corporation running a golf course in Salt Lake County. Hy Walker is the owner of the land on which the golf course is situate, and has run the club as a business for and on behalf of himself during the period herein alleged.
The trial court awarded judgment to the plaintiff against Walker only based upon a finding of fact as follows:
That at all times concerned herein defendant Hy Walker was the alter ego of defendant Westland Hills Country Club and was in full control of the Club and golf course and was actually acting for and on his own behalf.
The issue presented by this appeal is whether the evidence given at trial sustains the finding that the defendant Hy Walker was the alter ego of Westland Hills Country Club. In connection therewith it should be noted that it is our duty to sustain the ruling of a trial court where there is competent evidence to sustain it. 1
The evidence upon which plaintiff must rely to prove alter ego is:
(A) Walker was president of a corporation which sold to the corporate defendant pursuant to a uniform real estate contract the land which was used as a golf course and country club.
(B) Walker was also president of the corporate defendant.
(C) The corporate defendant failed as a going concern, and the selling corporation repossessed the land when the payments under the contract were not made.
(D) The following excerpt from the testimony of plaintiff: 2
Q Now, during this period--I mean, what was the conversation between you and Mr. Walker on that date?
A He stated that, 'We have decided to terminate you.' When he said, 'we,' I asked who 'we' was. And I said, 'Has the Board of Directors become aware of this? Who do you mean by 'we?" And he says, 'I am the Board of Directors.'
As opposed to this evidence are the following facts clearly established by the evidence:
(A) The contract of employment was in writing and was with the corporate defendant.
(B) The corporate defendant had a board of directors which met regularly.
(C) The plaintiff worked under the direction of the board of directors.
(D) The corporate defendant paid plaintiff for services rendered.
(E) There were several stockholders in defendant corporation, of which Walker and Bagley were the principal ones.
In addition thereto, the amount of stock owned by the stockholders was not given in evidence nor was the amount of stock owned by Walker in the corporation which sold and repossessed the land. Also, the plaintiff neither alleged nor proved any fraud or wrongdoing on the part of Walker.
Ordinarily a corporation is regarded as a legal entity, separate and apart from its stockholders. However, the corporate...
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Municipal Bldg. Authority of Iron County v. Lowder
...form [must] sanction a fraud, promote injustice, or [cause] an inequitable result [to] follow." Id.; accord Dockstader v. Walker, 29 Utah 2d 370, 372-73, 510 P.2d 526, 528 (1973); Gude v. City of Lakewood, Colo., 636 P.2d 691, 697-98 (1981). The first of these requirements obviously is sati......
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M.J. v. Wisan
...from liability; they have no individual responsibility for the legal obligations of the corporate entity. See Dockstader v. Walker, 29 Utah 2d 370, 510 P.2d 526, 528 (1973). This is the concept of the corporate veil. ¶ 74 We have long embraced an exception to this general rule, however. Whe......
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Sec. & Exch. Comm'n v. Woolf
...and apart from its officers and stockholders[.]” Terry v. Yancey, 344 F.2d 789, 790 (4th Cir.1965). See also Dockstader v. Walker, 29 Utah 2d 370, 372, 510 P.2d 526 (1973) (corporation as “legal entity, separate and apart from its stockholders[ ]”). “[T]he decision to pierce a corporate vei......
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Dahl v. Gardner, Civ. No. C-83-1347W.
...See e.g., Norman v. Murray First Thrift & Loan Co., 596 P.2d 1028 (Utah 1979) (stating alter ego elements); Dockstader v. Walker, 29 Utah 2d 370, 373, 510 P.2d 526 (1973) (stating usual application of the doctrine). However, contrary to defendants' assertions, the equitable alter ego doctri......