PJC Business 2024

PJC 108.2

P IERCING THE C ORPORATE V EIL

porate agents who direct or engage in tortious conduct are personally liable for that conduct.” Keyes , 692 S.W.3d at 282. “Injustice.” For cases governed by the common law instead of the statute, the instructions that follow ask whether disregarding the corporate fiction will prevent injustice. See SSP Partners , 275 S.W.3d at 454–55; Castleberry , 721 S.W.2d at 271– 73 (“[D]isregarding the corporate fiction is a fact question for the jury.”). In SSP Part ners , the Texas Supreme Court equated the term “injustice” with “abuse of the corpo rate structure.” SSP Partners , 275 S.W.3d at 454–55. The court said that “injustice” does not mean “a subjective perception of unfairness by an individual judge or juror”; rather, it is a “shorthand reference[] for the kinds of abuse . . . that the corporate struc ture should not shield—fraud, evasion of existing obligations, circumvention of stat utes, monopolization, criminal conduct, and the like.” SSP Partners , 275 S.W.3d at 455; see also JNM Express, LLC v. Lozano , 688 S.W.3d 327, 335 (Tex. 2024) (reiterat ing the same quotes from SSP Partners and holding that the court of appeals erred by not addressing the legally insufficient evidence of the injustice prong of an alter ego claim). For additional cases discussing the term “injustice” in the context of piercing the corporate veil, see Wilson v. Davis , 305 S.W.3d 57, 69–72 (Tex. App.—Houston [1st Dist.] 2009, no pet.) and Mancorp, Inc. v. Culpepper , 836 S.W.2d 844, 846–48 (Tex. App.—Houston [1st Dist.] 1992, no pet.), on remand from 802 S.W.2d 226 (Tex. 1990).

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