Ledford v. Keen

• Decision Date: 17 August 2021
• Docket Number: No. 20-50650,20-50650
• Citation: 9 F.4th 335
• Parties: Ms. Karen M. LEDFORD, Plaintiff—Appellant, v. Donna KEEN; Joe D. Suttle; Katrina Suttle; Wesley Suttle, Defendants—Appellees.
• Court: U.S. Court of Appeals — Fifth Circuit

9 F.4th 335

Ms. Karen M. LEDFORD, Plaintiff—Appellant,

v.Donna KEEN; Joe D. Suttle; Katrina Suttle; Wesley Suttle, Defendants—Appellees.

No. 20-50650

United States Court of Appeals, Fifth Circuit.

FILED August 17, 2021

Tyler Bass Talbert, Benjamin Curtis Yelverton, Scanes & Routh, L.L.P., Waco, TX, for Plaintiff-Appellant.

Neal Edward Pirkle, Jacqueline Altman, Naman, Howell, Smith & Lee, P.L.L.C., Waco, TX, for Defendants-Appellees Donna Keen, Joe D. Suttle, and Katrina Suttle.

Gregory Richardson Ave, Walters, Balido & Crain, L.L.P., Dallas, TX, for Defendant-Appellee Wesley Suttle.

Before Jolly, Duncan, and Oldham, Circuit Judges.

Stuart Kyle Duncan, Circuit Judge:

Karen Ledford was run over by a barrel-racing horse at a Texas rodeo. She timely sued Kosse Roping Club, the rodeo operator, for negligence. Ten months later, outside of the applicable limitations period, she added the club's directors. The district court dismissed her claims against the directors as untimely. On appeal, Ledford argues she was entitled to pierce the club's corporate veil and sue the directors personally. Therefore, she claims, her timely suit against the club stopped the clock running against the directors. We need not pass on the validity of this tolling theory because we decide that, under Texas law, Ledford could not pierce the club's corporate veil based solely on evidence that the club was undercapitalized. We therefore affirm the district court's judgment dismissing Ledford's claims against the directors as untimely.

I.

On June 9, 2017, Ledford was walking around a barrel-racing arena at a rodeo in Kosse, Texas, when a horse and rider galloped out of a chute and hit her. Ledford was badly hurt. On December 19, 2018, she sued Kenda Eckols (the owner of the rodeo land), Kosse Roping Club ("KRC") and Johnny Hoyle d/b/a Cadillac Rodeo Company (the rodeo's operators), and Lacy Aubihl (the rider), for negligence. She also brought premises liability and gross negligence claims against Eckols, KRC, and Hoyle.

Before filing her complaint, between November 2017 and April 2018, Ledford had learned several facts about KRC relevant to this appeal: KRC is a Texas non-profit corporation, and its directors are Joe Suttle, Wesley Suttle, Katrina Suttle, and Donna Keen (the "Directors"); KRC did not carry liability or other insurance at the time of Ledford's injury; and KRC's assets amounted to about $8,000. After suit was filed, Ledford learned during discovery that KRC historically maintained a checking balance of about $7,000 or less.

On October 25, 2019, Ledford filed an amended complaint adding the Directors as defendants and alleging the following: The Directors had "consistently kept [KRC] under-capitalized and uninsured to an unreasonable degree" and had "failed to maintain other corporate formalities." As a result, KRC would be unable to satisfy any judgment for Ledford. KRC represented "an attempted sham" by the Directors to "perpetrate a fraud" on Ledford and similarly situated plaintiffs, entitling Ledford to pierce the corporate veil and hold them individually liable. The amended complaint brought negligence, premises liability, and gross negligence claims against the previously named defendants plus the Directors, and added an "action to pierce the corporate veil" against the Directors alone. It also "affirmatively plead[ed] equitable tolling" of the limitations period for Ledford's claims against the Directors.

The Directors filed two substantially similar summary judgment motions, arguing (a) Ledford's claims were time barred, (b) Ledford was not entitled to equitable tolling, and (c) Ledford could not pierce KRC's corporate veil. The district court granted both motions, agreeing with the Directors’ timeliness, tolling, and piercing arguments.¹ The court then severed Ledford's claims against the Directors and entered final judgment. Ledford appealed.

II.

We review a summary judgment de novo . Patel v. Tex. Tech Univ. , 941 F.3d 743, 747 (5th Cir. 2019). Summary judgment should be granted "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." FED. R. CIV. P. 56(a). We view the evidence in the light most favorable to the non-movant, "drawing all justifiable inferences in the non-movant's favor." Renwick v. PNK Lake Charles, L.L.C. , 901 F.3d 605, 611 (5th Cir. 2018) (cleaned up). "We also review de novo the district court's interpretation of state law and give no deference to its determinations of state law issues." Tradewinds Env't Restoration, Inc. v. St. Tammany Park, L.L.C. , 578 F.3d 255, 258 (5th Cir. 2009).

III.

This is the logic of Ledford's argument: (1) her timely suit against KRC, (2) stopped limitations running against the Directors, (3) because she can pierce KRC's corporate veil. We need not pass on the validity of this tolling theory because, as explained below, Ledford is not entitled to pierce KRC's corporate veil.

A.

Some preliminary matters first. The district court correctly concluded Ledford's claims were subject to Texas's two-year limit for personal injury actions. See TEX. CIV. PRAC. & REM. CODE § 16.003(a).² Under the "legal injury rule," the clock started when Ledford was hurt on June 9, 2017. See Schlumberger Tech. Corp. v. Pasko , 544 S.W.3d 830, 834 (Tex. 2018) (per curiam). Ledford sued KRC within two years, but she did not add the Directors until October 25, 2019, over four months late. So, her claims against the Directors are untimely unless some basis for tolling applies. See, e.g. , Snyder v. Eanes Indep. Sch. Dist. , 860 S.W.2d 692, 699–700 (Tex. App.—Austin 1993, writ denied) (negligence claim barred where plaintiff added defendants outside two-year period and discovery rule did not apply).

As a basis for tolling, Ledford invokes veil-piercing. She argues the Directors operated KRC as a sham, and so by suing KRC she effectively sued the Directors and stopped the clock against them. The district court ruled Ledford had waived this argument, however. Thinking Ledford was advancing an alter-ego theory, the court ruled Ledford had failed to raise it in her amended complaint. This was error. Ledford pled enough facts to allege a "sham to perpetrate a fraud," a valid basis for veil-piercing under Texas law. See Castleberry v. Branscum , 721 S.W.2d 270, 272 & n.2 (Tex. 1986) (explaining a distinct basis for veil piercing is "when the [corporate] fiction is used as a means of perpetrating fraud" or as "a sham to perpetrate a fraud") (citations omitted); Gentry v. Credit Plan Corp. , 528 S.W.2d 571, 575 (Tex. 1975) (tolling limitations to prevent use of corporate entity "as a cloak for fraud or illegality or to work an injustice"). Moreover, Ledford pled an "action to pierce [KRC's] corporate veil" and claimed equitable tolling because she timely sued KRC.³ Thus, the district court was mistaken that Ledford waived this basis for tolling.⁴

The court did, however, go on to reject Ledford's veil-piercing theory on its merits, and the Directors urge this as an alternative ground for affirming. We therefore consider whether Ledford can pierce KRC's corporate veil.

B.

Texas law permits courts to "disregard the corporate fiction ... when the corporate form has been used as part of a basically unfair device to achieve an inequitable result." SSP Partners v. Gladstrong Invs. (USA) Corp. , 275 S.W.3d 444, 454 (Tex. 2008) (quoting Castleberry , 721 S.W.2d at 271–72 ); see also Spring St. Partners-IV, L.P. v. Lam , 730 F.3d 427, 443–44 (5th Cir. 2013). This veil-piercing doctrine applies in various scenarios, including "when the [corporate] fiction is used as a means of perpetrating fraud." SSP Partners , 275 S.W.3d at 454 (quoting Castleberry , 721 S.W.2d at 271–72 ). Only "constructive fraud" is required, meaning "the breach of some legal or equitable duty which, irrespective of moral guilt, the law declares fraudulent because of its tendency to deceive others, to violate confidence, or to injure public interests." Spring Street Partners , 730 F.3d at 443 (quoting Castleberry , 721 S.W.2d at 273 ). "[N]either fraud nor an intent to defraud need be shown," but only that "recognizing the separate corporate existence would bring about an inequitable result." Ibid. (quoting Castleberry , 721 S.W.2d at 272–73 ).⁵ As noted, Ledford's tolling argument relies on this theory. But the district court found veil piercing was unavailable because Ledford's evidence consisted of nothing more than KRC's "lack of insurance and undercapitalization." Ledford contests this conclusion on appeal.⁶

We begin by assessing Texas law on this point. The Texas Supreme Court has not directly answered whether undercapitalization alone justifies veil-piercing under a sham-to-perpetrate-a-fraud theory. So, we must make an "Erie guess" about how it would answer the question. Boren v. U.S. Nat'l Bank Ass'n , 807 F.3d 99, 105 (5th Cir. 2015). "Typically, we treat state intermediate courts’ decisions as the strongest indicator of what a state supreme court would do, absent a compelling reason to believe that the state supreme court would reject the lower courts’ reasoning." Hux v. S. Methodist Univ. , 819 F.3d 776, 780–81 (5th Cir. 2016) (citation omitted).

In light of those decisions, we think the Texas Supreme Court would not conclude that undercapitalization alone justifies piercing the corporate veil. A significant datum is Ramirez v. Hariri , which rejected the argument that "undercapitalization, by itself and without reference to any other factors, is sufficient to justify piercing the corporate veil." 165 S.W.3d 912, 916 (Tex. App.—Dallas 2005, no pet.). While noting the landmark Castleberry opinion stated in a footnote that "[i]nadequate capitalization is another basis for disregarding the corporate fiction," ibid. (quoting Castleberry , 721 S.W.2d at 272 n.3 ), Ramirez reasoned the Texas Supreme Court could not have meant to convey that undercapitalization was...