Kenkel v. Parker
| Decision Date | 24 November 2015 |
| Docket Number | No. 109,832.,109,832. |
| Citation | 362 P.3d 1145 |
| Parties | Thomas C. KENKEL, M.D. and Robert Gold, M.D., Plaintiffs/Appellees, v. Joseph PARKER a/k/a Joseph G. Parker, Defendant/Appellant, and Robert Blankenship, M.D., Chris M. Boxwell, M.D., William Burnett, M.D., John Cattaneao, M.D., Eric Engles, M.D., Marsha Howerton, M.D., Frank Fore, M.D., Barbara Fries M.D., E. Bradley Garber, M.D, Robert Garrett, M.D., Joey Manduano, D.O., William Sawyer, M.D., Vicki Baker, M.D., Lance Miller, M.D., Plaintiffs/Third Party Defendants/Intervenors. |
| Court | Oklahoma Supreme Court |
John E. Howland, Frederick J. Hengenbart, Tulsa, Oklahoma, for Petitioners/Appellees.
Brian J. Rayment, Tulsa, Oklahoma, for Defendant/Appellant.
¶ 1 The issue presented is whether shareholders, uninvolved in the management of a bankrupt corporation which was without workers' compensation insurance, may be held personally liable for a workers' compensation court award to an employee. We hold that, under such circumstances, shareholders cannot be held personally liable for the payment of the employee's workers' compensation award.
¶ 2 This cause concerns a litany of litigation and pleadings lasting over 15 years between the defendant/appellant, Joseph Parker (Parker/employee) and a bankrupt business named Global Health Initiative (GHI) which at one time employed Parker. Cardiology Digital Education (CDE), the apparent precursor entity to GHI, was an Oklahoma limited liability company, established in 1998, to provide materials for continuing medical education. CDE shut down and GHI replaced it sometime in 2000. The assets of CDE were transferred to GHI. GHI issued shares in GHI to the former shareholders of CDE. Additional shares in GHI were available for purchase.1 The chairman of the board and president of GHI was Amjad Iqubal, M.D. There were three additional officers.2 None of these individuals are parties to this cause.
¶ 3 On December 11, 2000, Parker was allegedly injured on the job. It is undisputed that GHI did not have workers' compensation insurance. On February 9, 2001, Parker filed a workers' compensation claim in the Workers' Compensation Court. On November 12, 2002, it awarded the employee, by default judgment against GHI, $17,595.60 plus interest. On November 22, 2002, Parker filed the judgment in the district court of Tulsa County in an attempt to collect the money awarded by the Workers' Compensation Court.
¶ 4 On March 7, 2003, after futile efforts to garnish the GHI bank accounts, Parker filed a motion in the district court of Tulsa County to pierce the corporate veil and to proceed against individual GHI shareholders in an attempt to collect his compensation awards. The trial judge denied Parker's request due to lack of evidence. On May 22, 2003, GHI filed notice of bankruptcy. By August of 2004, Parker had filed an appeal in the Tulsa County case that culminated in an unpublished opinion in case no. 101,038, Parker v. Global Health Initiative, (Parker 1) in which the Court of Civil Appeals, on March 16, 2007, reversed the trial court's determination that stockholders could not be held liable for the workers' compensation award and remanded the cause to the trial court. GHI did not defend or participate in the case on appeal.
¶ 5 Subsequently, according to Parker, he did not pursue collection against individual shareholders but, instead, returned to the Workers' Compensation Court on June 19, 2008, seeking permanent partial and permanent total awards and an increase in his original award. GHI was not served notice of this proceeding and the cause was consequently undefended. On February 20, 2009, the Workers' Compensation Court entered another award in favor of Parker and against GHI totaling $236,476.20. In June of 2009, Parker, through his counsel, sent letters to some of the GHI shareholders, seeking collection of the shareholders' pro rata share for payment of workers' compensation awards. However, for unexplained reasons, not all shareholders were asked to pay "their portion" of the judgment.3
¶ 6 Meanwhile, the GHI stockholders filed a declaratory judgment action in Tulsa County against Parker on April 21, 2010, in case no. CV–2010–468 asserting that the employee could not pierce the corporate veil and hold them personally liable for the GHI's workers' compensation debt. After Parker 1 was remanded to the trial court, it was consolidated with the GHI stockholders' case on April 13, 2011.
¶ 7 The plaintiffs/appellants, doctors Thomas Kenkel and Robert Gold (doctors/stockholders) were two of the doctor stockholders, and they brought this appeal. In the trial court, the doctors specifically sought a declaration that: 1) Parker had no valid judgement against them; 2) Parker was not entitled to proceed against them for the injuries he sustained; 3) Parker was not entitled to collect the workers' compensation judgment; 4) they have the right to defend against any of Parker's claims ab initio; 5) they are not shareholders of GHI at all but if they were, they were merely minority shareholders; and 6) they are not liable for the debts Parker is attempting to collect. According to exhibits filed by Parker,4 there were 4,072,800 shares issued in the CDE and GHI companies. Of the seventeen plaintiff/appellees who have their shares listed in Parker's affidavit, (not all are listed), the shares held by the individuals ranged from forty thousand to one-hundred eighty thousand.5 The doctors were apparently minority shareholders of GHI. The record does not show that they had any involvement in the administration of GHI whatsoever.
¶ 8 The doctors filed a motion for summary judgment and the employee filed a cross-petition for summary judgment. After a July 7, 2011, hearing, the trial court granted the doctors' motion for summary judgment, finding that they were entitled to judgment in their favor on the petition for declaratory judgment and on Parker's counterclaim. In an order filed August 19, 2011, it held that the corporate veil could not be pierced against stockholders to render them personally liable for workers' compensation awards. The trial court entered a judgment for all of the doctors' claims.6
¶ 9 The employee appealed and on September 24, 2014, the Court of Civil Appeals reversed the trial court. The matter was remanded to the trial court with directions to enter judgment in Parker's favor, declaring that he may proceed to collect his certified judgments against GHI shareholders. We granted certiorari on January 13, 2015.7 Subsequently, over the employee's objection, we allowed the remaining stockholders to intervene.8 On July 16, 2015, intervenors John Cattaneao, Eric Engles, Marsha Howerton, Barbara Fries, William Sawyer, and Joey Manduano requested to be dismissed as intervenors from the appeal with prejudice because they had entered into a settlement agreement with the employee. We grant that request herein.
¶ 10 STOCKHOLDERS ARE NOT INDIVIDUALLY LIABLE WHEN A COMPANY NEGLECTS TO SECURE WORKERS' COMPENSATION INSURANCE COVERAGE.
¶ 11 The employee contends that public policy behind mandating workers' compensation insurance coverage requires corporate entities to be disregarded and stockholders held to be the responsible parties when a company neglects to secure workers' compensation coverage. Regardless of whether there is one shareholder, five shareholders, or 5,000 shareholders, the corporate veil should be pierced without regard to any culpability, or fraud under such circumstances. The doctors argue that stockholders should not be held liable for the recovery of workers' compensation benefits against a company, especially when such stockholders are minority stockholders and are neither officers, directors, employees, nor involved in the management or operation of the corporation.
¶ 12 A corporation is an artificial person,9 a creature of statutory law.10 The Oklahoma General Corporations Act, 18 O.S.2011 § 1001 et seq., sets forth the creation of corporations in Oklahoma and the law regarding them. There is a long legal history of a separation between a corporation and its shareholders. A basic tenet of American corporate law is that the corporation and its shareholders are distinct, separate entities.11
Ignoring this distinction is known as "piercing the corporate veil,"12 and the distinction is not ignored, unless it can be shown that there is a design or scheme to perpetrate a fraud or defeat public convenience, justify wrong, or defend crime.13
¶ 13 Nearly 80 years ago, in Buckner v. Dillard, 1939 OK 144, ¶ 0, 184 Okla. 586, 89 P.2d 326, the Court clearly explained that one of the recognized purposes of incorporation is to permit persons to avoid personal liability, either entirely or beyond a statutory amount.Buckner involved a coal minor who was injured and who obtained a workers' compensation award for his injuries against an insolvent company. The company had not secured workers' compensation insurance (at that time it was known as Workmen's Compensation). Various incarnations of partnerships and agreements were involved in the coal mine operation, and liability was sought against Buckner, who was an officer and stock-holder in the partnerships involved. The Court held that Buckner could not be individually liable for the compensation award because there was no evidence that the various companies involved were created as a device or artifice to evade the workers' compensation laws.
¶ 14 Since Buckner, was decided, both corporate law and workers' compensation laws have gone through many incarnations. Nevertheless, the rules of law governing whether a corporate veil may be pierced and the public policy behind the workers' compensation regulatory scheme have not changed. Recently, in Evans & Associates Utility Services v. Espinosa, 2011 OK 81, ¶ 14, 264 P.3d 1190, the Court explained the purposes behind workers' compensation law, noting that:
The Workers Compensation Act was designed to provide...
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..."A basic tenet of American corporate law is that the corporation and its shareholders are distinct, separate entities." Kenkel v. Parker , 2015 OK 81, ¶ 12, 362 P.3d 1145. "The general rule is that a contract made with a known agent for a disclosed principal is a contract with the principal......
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