PJC Business 2024

P IERCING THE C ORPORATE V EIL

PJC 108.1

PJC 108.1

Basic Question

QUESTION ______ Is Don Davis responsible for the conduct of [ name of corporation ]? Don Davis is “responsible” for the conduct of [ name of corporation ] if—

[Insert appropriate instruction(s); see PJC 108.3–108.8.]

Answer “Yes” or “No.” Answer: _______________

COMMENT When to use. PJC 108.1 is a basic question that is appropriate to submit when the claimant seeks to disregard the corporate fiction and pierce the corporate veil. Broad-form submission. PJC 108.1 is a broad-form question designed to be accompanied by one or more appropriate instructions. Tex. R. Civ. P. 277 requires that “the court shall, whenever feasible, submit the cause upon broad-form questions.” Tex. R. Civ. P. 277; see Thota v. Young , 366 S.W.3d 678, 689 (Tex. 2012) (rule 277’s use of “whenever feasible” mandates broad-form submission in any or every instance in which it is capable of being accomplished). For further discussion, see PJC 116.2 regarding broad-form issues and the Casteel doctrine. Accompanying instructions. PJC 108.1 must be accompanied by appropriate instructions and definitions informing the jury of the applicable bases for disregarding the corporate fiction. The claimant must separately plead each basis. Castleberry v. Branscum , 721 S.W.2d 270, 275 n.5 (Tex. 1986). Instructions to accompany PJC 108.1, informing the jury what type of conduct should be considered under the ques tion, are at PJC 108.3–108.8. See Castleberry , 721 S.W.2d at 272 (listing six common law theories for disregarding the corporate fiction). PJC 108.2 discusses the standard for piercing the corporate veil in contract-related cases governed by Tex. Bus. Orgs. Code §21.223(a)(2), which is higher than in cases governed solely by the common law. Use of “or.” If more than one instruction is used, each must be separated by the word or , because a finding of any one of the theories for disregarding the corporate fiction defined in the instructions would support an affirmative answer to the question.

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