alter ego doctrine in North Dakota

2019Coughlin Constr. , 2008 ND 163 , ¶ 20, 755 N.W.2d 867 (quoting Hilzendager v. Skwarok , 335 N.W.2d 768 , 774 (N.D. 1983) ); see also Taszarek , 2016 ND 172 , ¶ 12, 883 N.W.2d 880 (holding the Hilzendager -Jablonsky factors must be considered in all veil-piercing cases, including under the alter ego doctrine).

2013We have said that “[t]o apply the alter ego doctrine, ‘there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist,’ and ‘there must be an inequitable result if the acts in question are treated as those of the corporation alone.’ ” Red River Wings, Inc. v. Hoot, Inc., 2008 ND 117, ¶ 34 , 751 N.W.2d 206 (quoting Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523 , 99 Cal.Rptr.2d 824, 836 (2000), and citing Axtmann, 2007 ND 179, ¶¶ 12-15 , 740 N.W.2d 838

2016Coughlin Constr., at ¶ 20 (quoting Jablonsky, 377 N.W.2d at 564 ). • [¶ 10] We have also described an “alter ego” approach to piercing the corporate veil: To apply the alter ego doctrine, there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities- of the corporation and the shareholder do not in reality exist, and there must be an inequitable result if the acts in question are treated as those of the corporation alone.

2016Coughlin Constr. , at ¶ 20 (quoting Jablonsky , 377 N.W.2d at 564 ). [¶10] We have also described an “alter ego” approach to piercing the corporate veil: To apply the alter ego doctrine, there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist, and there must be an inequitable result if the acts in question are treated as those of the corporation alone.

2013We have said that “[t]o apply the alter ego doctrine, ‘there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist,’ and ‘there must be an inequitable result if the acts in question are treated as those of the corporation alone.’ ” Red River Wings, Inc. v. Hoot, Inc., 2008 ND 117, ¶ 34 , 751 N.W.2d 206 (quoting Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523 , 99 Cal.Rptr.2d 824, 836 (2000), and citing Axtmann, 2007 ND 179, ¶¶ 12-15 , 740 N.W.2d 838

2013We have said that “[t]o apply the alter ego doctrine, ‘there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist,’ and ‘there must be an inequitable result if the acts in question are treated as those of the corporation alone.’ ” Red River Wings, Inc. v. Hoot, Inc., 2008 ND 117, ¶ 34 , 751 N.W.2d 206 (quoting Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523 , 99 Cal.Rptr.2d 824, 836 (2000), and citing Axtmann, 2007 ND 179, ¶¶ 12-15 , 740 N.W.2d 838

2013We have said that “[t]o apply the alter ego doctrine, ‘there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist,’ and ‘there must be an inequitable result if the acts in question are treated as those of the corporation alone.’ ” Red River Wings, Inc. v. Hoot, Inc., 2008 ND 117, ¶ 34 , 751 N.W.2d 206 (quoting Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523 , 99 Cal.Rptr.2d 824, 836 (2000), and citing Axtmann, 2007 ND 179, ¶¶ 12-15 , 740 N.W.2d 838

2013We have said that “[t]o apply the alter ego doctrine, ‘there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist,’ and ‘there must be an inequitable result if the acts in question are treated as those of the corporation alone.’ ” Red River Wings, Inc. v. Hoot, Inc., 2008 ND 117, ¶ 34 , 751 N.W.2d 206 (quoting Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523 , 99 Cal.Rptr.2d 824, 836 (2000), and citing Axtmann, 2007 ND 179, ¶¶ 12-15 , 740 N.W.2d 838

2013We have said that “[t]o apply the alter ego doctrine, ‘there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist,’ and ‘there must be an inequitable result if the acts in question are treated as those of the corporation alone.’ ” Red River Wings, Inc. v. Hoot, Inc., 2008 ND 117, ¶ 34 , 751 N.W.2d 206 (quoting Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523 , 99 Cal.Rptr.2d 824, 836 (2000), and citing Axtmann, 2007 ND 179, ¶¶ 12-15 , 740 N.W.2d 838

2013We have said that “[t]o apply the alter ego doctrine, ‘there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist,’ and ‘there must be an inequitable result if the acts in question are treated as those of the corporation alone.’ ” Red River Wings, Inc. v. Hoot, Inc., 2008 ND 117, ¶ 34 , 751 N.W.2d 206 (quoting Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523 , 99 Cal.Rptr.2d 824, 836 (2000), and citing Axtmann, 2007 ND 179, ¶¶ 12-15 , 740 N.W.2d 838

2019In Taszarek v. Welken , 2016 ND 172 , ¶¶ 24, 26-27, 883 N.W.2d 880 , we reversed and remanded, concluding that while Welken had consented to the jury deciding the alter ego issue, the district court did not adequately instruct the jury on the alter ego doctrine. [¶4] On remand the district court ordered a March 2018 bench trial on the issue of whether Lakeview Excavating was the alter ego of Welken.

2019In Taszarek v. Welken , 2016 ND 172 , ¶¶ 24, 26-27, 883 N.W.2d 880 , we reversed and remanded, concluding that while Welken had consented to the jury deciding the alter ego issue, the district court did not adequately instruct the jury on the alter ego doctrine. [¶4] On remand the district court ordered a March 2018 bench trial on the issue of whether Lakeview Excavating was the alter ego of Welken.

2016Cf. Solid Comfort, Inc. v. Hatchett Hosp., Inc. , 2013 ND 152, ¶¶ 14-17 , 836 N.W.2d 415 ; Mahana v. Westland Oil Co. , 107 N.W.2d 353, 361-62 (N.D. 1960). [¶11] In deciding whether an alter ego claim has been established, courts examine various factors “which reveal how the corporation operates and the particular defendant’s relationship to that operation.” NetJets Aviation, Inc. v. LHC Commc’ns , 537 F.3d 168, 176-77 (2d Cir. 2008) (applying Delaware law).

2016Co., Inc., 378 Md. 724 , 838 A.2d 1204, 1210-11 (2003); Meridian Minerals Co. v. Nicor Minerals, Inc., 228 Mont. 274 , 742 P.2d 456, 462-63 (1987); see also 1 William Meade Fletcher, Fletcher Cyc. of the Law of Corp. §§ 41.10, 41.30 (2015 rev. vol.). ■ [¶ 12] To the extent our case law may be unclear, we require an examination of the Hilzendager-Jablonsky factors as part of the analysis for deciding whether to pierce the corporate veil under the alter ego doctrine.

2016Co., Inc. , 838 A.2d 1204, 1210-11 (Md. 2003); Meridian Minerals Co. v. Nicor Minerals, Inc. , 742 P.2d 456, 462-63 (Mont. 1987); see also 1 William Meade Fletcher, Fletcher Cyc. of the Law of Corp. §§ 41.10, 41.30 (2015 rev. vol.) . [¶12] To the extent our case law may be unclear, we require an examination of the Hilzendager-Jablonsky factors as part of the analysis for deciding whether to pierce the corporate veil under the alter ego doctrine.

2016Co., Inc., 378 Md. 724 , 838 A.2d 1204, 1210-11 (2003); Meridian Minerals Co. v. Nicor Minerals, Inc., 228 Mont. 274 , 742 P.2d 456, 462-63 (1987); see also 1 William Meade Fletcher, Fletcher Cyc. of the Law of Corp. §§ 41.10, 41.30 (2015 rev. vol.). ■ [¶ 12] To the extent our case law may be unclear, we require an examination of the Hilzendager-Jablonsky factors as part of the analysis for deciding whether to pierce the corporate veil under the alter ego doctrine.

2016Co., Inc. , 838 A.2d 1204, 1210-11 (Md. 2003); Meridian Minerals Co. v. Nicor Minerals, Inc. , 742 P.2d 456, 462-63 (Mont. 1987); see also 1 William Meade Fletcher, Fletcher Cyc. of the Law of Corp. §§ 41.10, 41.30 (2015 rev. vol.) . [¶12] To the extent our case law may be unclear, we require an examination of the Hilzendager-Jablonsky factors as part of the analysis for deciding whether to pierce the corporate veil under the alter ego doctrine.

2016Moreover, Welken did not claim unfair surprise or prejudice and did not request a continuance when the Taszareks requested the instruction seeking to pierce Lakeview’s corporate veil. [¶ 21] Even if Welken is correct that piercing the corporate veil is not a jury question and is solely within the province of the (^strict court, this Court has said that N.D.R.Civ.P. 51, governing objections to jury instructions, did “not change the basic doctrine that error cannot be claimed as to questions on which the trial court was never given meaningful opportunity to rule.” Kirchoffner v. Quam, 264 N.W.2d

2016Moreover, Welken did not claim unfair surprise or prejudice and did not request a continuance when the Taszareks requested the instruction seeking to pierce Lakeview’s corporate veil. [¶21] Even if Welken is correct that piercing the corporate veil is not a jury question and is solely within the province of the district court, this Court has said that N.D.R.Civ.P. 51, governing objections to jury instructions, did “not change the basic doctrine that error cannot be claimed as to questions on which the trial court was never given meaningful opportunity to rule.” Kirchoffner v. Quam , 264 N.W.2d

2016Cf. Solid Comfort, Inc. v. Hatchett Hosp., Inc. , 2013 ND 152, ¶¶ 14-17 , 836 N.W.2d 415 ; Mahana v. Westland Oil Co. , 107 N.W.2d 353, 361-62 (N.D. 1960). [¶11] In deciding whether an alter ego claim has been established, courts examine various factors “which reveal how the corporation operates and the particular defendant’s relationship to that operation.” NetJets Aviation, Inc. v. LHC Commc’ns , 537 F.3d 168, 176-77 (2d Cir. 2008) (applying Delaware law).