Minton v. Cavaney (1961)

As courts have noted, “[i]t is not sufficient that . . . [a defendant] appears as a witness or cooperates without having control.” Minton, 364 P.2d at 476 (internal quotation marks omitted).

“It is not sufficient that [the alter ego] supplies the funds for the prosecution or defense, that he appears as a witness or cooperates without having control.” Minton v. Cavaney, 56 Cal. 2d 576, 581 (1961) (quotations and citations omitted).

Minton v. Cavaney, 56 Cal.2d 576 , 15 Cal. Rptr. 641 , 364 P.2d 473, 475 (1961).

Minton v. Cavaney, 56 Cal.2d 576 , 15 Cal.Rptr. 641 , 364 P.2d 473, 475 (1961).

Rev. 853 , 854-55 (1982). 7 See, e.g., Krivo Industrial Supply Co. v. National Distillers and Chemical Corp., 483 F.2d 1098, 1106 (5th Cir. 1973); Jablonsky v. Klemm, 377 N.W.2d 560, 564 (N.D. 1985). 8 See, e.g., Fisser v. International Bank, 282 F.2d 231, 240 (2d Cir. 1960) ("we are pointed to no authorities which justify a disregard of a corporation’s separate existence merely because of its undercapitalization when its controlling shareholder has at least regarded the for…

Given the lack of any analysis in the record 12 of the nature of the potential income under Cohen’s business plan, there is no basis to presume that $9 million, on top of the substantial down payment, was illusory or trifling.9 (See, e.g., Minton v. Cavaney, supra, 56 Cal.2d at p. 580 [corporation undercapitalized when it “never had any substantial assets”].) A&R argues that we must conclude that the initial capital was inadequate because Cohen believed when the Center was b…

(See, e.g., Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal. Rptr. 641 , 364 P.2d 473 ]; 5 Witkin, op. cit. supra, Pleading, § 1039, pp. 453-455.) Thus, unless the defendant properly invokes the statute of limitations as a defense, the expiration of the statutory period does not affect even the remedy.

(Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]; Alexander, supra, at pp. 47-48 ; Ballantine, supra, § 299.04 at pp. 14.45-14.46 [factors considered in permitting amendment of judgment to include new defendant].) Such restrictions are necessary to protect the newly named entity’s constitutional rights.

(See Minton v. Cavaney (1961) 56 Cal.2d 576, 580 [upholding the use of alter ego where the defendant was functionally an equitable owner of the company and made “no attempt to provide adequate capitalization”]; Automotriz, supra, 47 Cal.2d at p. 798 [affirming alter ego based on inadequate capitalization and the failure to issue stock].) The trial court possesses broad discretion to decide whether an inequitable result would flow from adherence to the corporate form in the c…

“In fact, the 20 California Supreme Court has held that undercapitalization alone will justify piercing the 21 corporate veil.” Id. (citing Minton v. Cavaney, 56 Cal.2d 576 , 364 P.2d 473 , 15 Cal.Rptr. 641 22 (1961)). 23 Having considered the unity of interest factors above, Court finds that Forward Threat has 24 presented evidence tending to support its alter ego theory.

Additionally, the California Supreme Court has held that “[t]he equitable owners of a corporation ... are personally liable when they treat the assets of the corporation as their own and add or withdraw capital from the corporation at will.” Minton v. Cavaney, 56 Cal.2d 576 , 15 Cal.Rptr. 641 , 364 P.2d 473, 475 (1961) (emphasis added).

Cal. 2006) (allowing veil-piercing to nonshareholder); Minton v. Cavaney, 364 P.2d 473, 475 (Cal. 1961) (veil-piercing allowed where defendant was supposed to receive shares); Las Palmas Associates v. Las Palmas Center Associates, 1 Cal. Rptr. 2d 301, 317 (Cal. Ct. App. 1991) (defendant’s nonshareholder status resulting from recent transfer did not preclude veil-piercing). ¶ 25 Florida courts have also reached conflicting results.

Proc., § 430.80, subd. (a); 5 Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) Valverde did not fail to assert the statute of limitations as a defense.

(Citing Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) Had Ignatin asserted the invalidity of the Amendment and/or expiration of the CC&R’s in his cross-complaint, this argument might prevail.

Writing for the majority, Justice Traynor wrote that because the defendant was not a party to the action against the corporation, the defendant "cannot be held liable for debts of [the corporation] without an opportunity to relitigate these issues.” Id. at 476.

(See, e.g., Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]; Davies v. Krasna (1975) 14 Cal.3d 502, 508 [ 121 Cal.Rptr. 705 , 535 P.2d 1161 ]; Mitchell v. County Sanitation Dist. (1957) 150 Cal.App.2d 366, 371 [ 309 P.2d 930 ]; see also Code Civ.

Minton v. Cavaney, 56 Cal.2d 576 , 15 Cal.Rptr. 641 , 364 P.2d 473, 477 (1961). 11 .

(See People v. McGee (1934) 1 Cal.2d 611 , 613 [ 36 P.2d 378 ]; Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]; Nelson v. Flintkote Co. (1985) 172 Cal.App.3d 727, 733 [ 218 Cal.Rptr. 562 ]; 3 Witkin, Cal. Procedure (3d ed. 1985) Actions, § 308, p. 337; id., § 314, p. 345; 5 Witkin, Cal. Procedure, supra, Pleading, § 1039, pp. 453-455.) In criminal cases, on the other hand, the statute of limitations is not invariably jurisdictional in the fun…

(See Jordache Enterprises, Inc. v. Brobeck, Phleger & Harrison (1998) 18 Cal.4th 739, 762 [ 76 Cal.Rptr.2d 749 , 958 P.2d 1062 ] (Jordache) [noting “discovery of damage is not a necessary component of actual injury under section 340.6, subdivision (a)(1)” (italics in original)].) In this case, if defendant had never pled the statute of limitations as a defense, that defense would have been forfeited (Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 4…

The demurrer addressed only the preclusion of section 4406, subdivision (4), and under the rule that a demurrer must specify the statute of limitations as a ground in order to place that defense in issue (see Minton v. Cavaney (1961) 56 Cal.2d 576,581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]), the statute of limitations issue was not resolved in the trial court and is not at issue in this appeal.

(See Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) As for shortening the limitations period, the courts will enforce the parties’ agreement provided it is reasonable.

(See, e.g., People v. Visciotti (1992) 2 Cal.4th 1, 79 [ 5 Cal.Rptr.2d 495 , 825 P.2d 388 ] [defendant’s failure to object at trial as a “waiver” of error]; Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ] [defendant’s failure to allege statute of limitations as affirmative defense in answer to complaint constituted a “waiver” of the defense]; see Code Civ.

(Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].)

(Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) In this case, Hurt delegated responsibility for the claim to Finelli.

Elliot Air had been named as a defendant in the original complaint and had been served and had appeared in the action. 3 The Purpose and Effect of the Alter Ego Doctrine “The figurative terminology ‘alter ego’ and ‘disregard of the corporate entity’ is generally used to refer to the various situations that are an abuse of the corporate privilege.” (Minton v. Cavaney (1961) 56 Cal.2d 576, 579 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) The purpose behind the alter ego doctrine is t…

(Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) Longanecker was not barred from seeking civil liability under Corporations Code section 31300.

(Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]; Getz v. Wallace (1965) 236 Cal.App.2d 212, 213 [ 45 Cal.Rptr. 910 ].) Since the District failed to assert this statute of limitations defense below, the defense is deemed waived. 5 This statement by Marina’s attorneys read: “Saltón Sea Property Owners vs.

(See Motores De Mexicali v. Superior Court, supra, 51 Cal.2d at pp. 175-176; Minton v. Cavaney (1961) 56 Cal.2d 576, 681 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]; Alexander v. Abbey of the Chimes (1980) 104 Cal.App.3d 39, 45-46 [ 163 Cal.Rptr. 377 ].

(Minton v. Cavaney (1961) 56 Cal.2d 576, 579, fn. 1 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) In reviewing the sufficiency of the evidence to support the trial court’s findings we are bound by the substantial evidence rule, all conflicts must be resolved in favor of the plaintiff.

(See Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) It was, therefore, error to grant the motion to strike the complaint on the basis that the minor’s rights had been adjudicated in *285 the prior proceedings.

See Anderson v. Abbott, 321 U.S. 349, 362 , 64 S.Ct. 531, 537-538 , 88 L.Ed. 793, 802-803 (1943); Minton v. Cavaney, 56 Cal.2d 576, 579 , 15 Cal.Rptr. 641, 643 , 364 P.2d 473, 475 (1961).

Roney & Co., 112 CA 2d 420 (1952)).” As the Supreme Court pointed out in Minton v. Cavaney (1961) 56 Cal.2d 576, 579 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ], “The figurative terminology ‘alter ego’ and ‘disregard of the corporate entity’ is generally used to refer to the various situations that are an abuse of the corporate privilege.” There is no suggestion of any such abuse here.

(Minton v. Cavaney, 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]; Motores De Mexicali v. Superior Court, 51 Cal.2d 172, 176 [ 331 P.2d 1 ]; see, e.g., Dillard v. McKnight, 34 Cal.2d 209, 214-215 [ 209 P.2d 387 , 11 A.L.R.2d 835 ].) 3 The point of real party’s argument appears to be that judicial economy and the expeditious resolution of controversies will not be served in this case by the entry of a stay order pending the outcome of the arbitration proceeding.

(See, e.g., Minton v. Cavaney (1961) 56 Cal.2d 576, 579 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) In short, plaintiff provides no legal basis for the rule he would have us adopt and accordingly we reject it.

(See Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]; Rest., Judgments, § 84, com. e.) Moreover, appellants did not stand in a relationship with the two corporations which would put them on reasonable notice that they avoided the prior proceedings at their peril.

(See Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [ 15 Cal. Rptr. 641 , 364 P.2d 473 ]; Rest., Judgments, § 84, com. e.) Moreover, appellants did not stand in a relationship with the two corporations which would put them on reasonable notice that they avoided the prior proceedings at their peril.

(See, e.g., Walling v. Kimball (1941) 17 Cal.2d 364, 373 [ 110 P.2d 58 ]; cf. Minton v. Cavaney (1961) 56 Cal.2d 576, 579, fn. 1 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].

In Estate of Horman, 5 Cal.3d 62, 72 [ 95 Cal.Rptr. 433 , 485 P.2d 785 ], the court stated: “It is generally held that a defense based on a statute of limitations is waived unless it is pleaded or presented to the trial court in some fashion.” Also, in Minton v. Cavaney, 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ], the court held that it may be raised as a defense in the answer to the complaint or by specifying the statute of limitations as a ground of its general…

(Minton v. Cavaney (1961) 56 Cal.2d 576, 579 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) The requirements for applying the “alter ego” principle are thus stated: “ “[I]t must be made to appear that the corporation is not only influenced and governed by that person [or other entity], but that there is such a unity of interest and ownership that the individuality, or separateness, of such person and corporation has ceased, and the facts are such that an adherence to the fiction of t…

(See: Minton v. Cavaney, 56 Cal.2d 576, 579-580 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]; Automotriz etc. De California v. Resnick, supra, 47 Cal.2d 792, 796-798 ; Shea v. Leonis, 14 Cal.2d 666 [ 96 P.2d 332 ]; Carlesimo v. Schwebel, 87 Cal.App.2d 482 [ 197 P.2d 167 ]; Ballantine, Corporations (rev. ed. 1946) § 129, pp. 302-303.) Reisman has cited no authority, and we have found none, wherein the corporate entity has been disregarded under facts similar to the instant case where …

(Minton v. Cavaney, 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) In concluding our comments we emphasize that we have liberally construed the allegations of the complaint in the light most favorable to plaintiffs.

Directors may not abdicate their authority by delegating their powers of management of the corporation to other persons (Dyer Bros. etc. Iron Works v. Central Iron Works, 182 Cal. 588 [ 189 P. 445 ]), and cannot divorce the responsibilities of their office from the duties prescribed by statute (Minton v. Cavaney, 56 Cal.2d 576, 580 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]).

Proc., § 338, subd. 4.) The rule that failure to plead the statute of limitations either in an answer or as a ground of demurrer constitutes a waiver (Minton v. Cavaney, 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ]) has no application here because defendant was not poised to urge the statute until such time as plaintiffs would plead further and *314 furnish the date the alleged misrepresentation was made.

(Minton v. Cavaney, 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ] ; Bernhard v. Bank of America, supra, 19 Cal.2d 807, 811, 812-813 .) Defendants contend, among other things, the doctrine of collateral estoppel as applied to the use of a judgment of conviction in a criminal case may be asserted by a stranger to that proceeding in a subsequent civil case only for defensive purposes, and not for offensive purposes.

(Minton v. Cavaney, 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) Now that the defendant has made known its intention to raise the defense (by answer if not by demurrer) , the simplest procedure is to give plaintiff an opportunity to amend its complaint to state any facts which may be available to overcome the apparent bar.

(Minton v. Cavaney, 56 Cal.2d 576, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) Captioned “ Tebmination of Lease By Mebgeb with Fee Simple Intebest,” it is assertedly an action to quiet title possessing the essential characteristics of the old legal action of ejectment.

(Minton v. Cavaney, 56 Cal.2d 576,579 [15 Cal.Rptr.641, 364 P.2d 473 ]; Automotriz etc. De California v. Resnick, supra, pp. 796-797 ; Wheeler v. Superior Mortgage Co., supra, p. 830 ; Associated Vendors, Inc. v. Oakland Meat Co., supra, at pp. 839, 841-842.) “If the capital is illusory or trifling compared with the business to be done and the risks of loss, this is a ground for denying the separate entity privilege.” (Ballantine, Corporations, pp. 302, 303; see also Automot…

A conclusion, in the form of a finding, states that Dr. Hilliard, Hedden and CMC “are the alter ego” of BFI. “ The figurative terminology ‘alter ego’ and ‘disregard of the corporate entity’ is generally used to refer to the various situations that are an abuse of the corporate privilege.” (Minion v. Cavaney, 56 Cal.2d 576, 579 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ].) A mere statement of the ultimate legal issue to be determined in “figurative terminology” is not an appropriate …

“The proper forum for that determination is, of course, a court of law.” ( 173 Cal.App.2d at p. 703 ; Minton v. Cavaney, 56 Cal.2d 576, 579, 581 [ 15 Cal.Rptr. 641 , 364 P.2d 473 ] ; Motores De Mexicali, S.A. v. Superior Court, 51 Cal.2d 172, 176 [ 331 P.2d 1 ].) The court affirmed dismissal of the union’s petition on the ground that Bloom’s Salinas, Inc. was an indispensable party.

See Minton v. Cavaney, 56 Cal. 2d 576, 581 (1961).