Fill and Sign the Jury Instruction 1951 Corporation as Alter Ego of Stockholder Form

1.9.5.1 Alter Ego Miscellaneous Issues Corporation As Alter Ego Of Stockholder In this case the Plaintiff claims that [name of corporation] was a mere instrument or tool - - what the law calls the alter ego - - of the Defendant [name of stockholder] so that the separate status of [name of corporation] should be disregarded and the Defendant [name of stockholder] should be held legally responsible for the acts of the corporation. Under our free enterprise economic system, the law permits, even encourages, the formation of corporations as a means of attracting investments by stockholders who can invest their money in the corporate enterprise without risking individual liability for corporate acts and transactions. In return, society gets the benefit of the jobs and other commercial activity generated by the business of the corporation. In most cases, therefore, the status of a corporation as a separate legal entity apart from its owners or stockholders must be respected and preserved. This rule is not absolute, however, and the separate status of a corporation can be disregarded where a stockholder uses a corporation as a mere instrumentality or tool for the purpose of evading or violating a statutory or other legal duty, or for accomplishing some fraud or illegal purpose. In deciding whether [name of corporation] should be treated in this case as the alter ego of the Defendant [name of stockholder], you should consider: (1) The purpose for which the corporation was formed or acquired by the stockholder; (2) Whether corporate books and records were kept, regular meetings of the directors were conducted, and other corporate legal formalities were observed; (3) Whether the funds of the corporation were intermingled or not intermingled with the funds of the stockholder; (4) The activity or inactivity of others as officers or directors in the business affairs of the corporation; and (5) Any other factors disclosed by the evidence and tending to show that the corporation was or was not operated as an entity separate and apart from its owner. ANNOTATIONS AND COMMENTS To prove that a defendant shareholder is the alter ego of a corporation, it must be shown that the shareholder disregarded the corporate entity and made it a mere instrumentality for the conducting of his own affairs, and that such control was used to commit fraud or perpetrate the violation of a statutory or other legal duty. United Steelworkers of America, AFL-CIO-CLC v. Connors Steel Co., 855 F.2d 1499, 1506- 1507 (11th Cir. 1988), cert. denied, 489 U.S. 1096, 109 S.Ct. 1568, 103 L.Ed.2d 935 (1989). This requirement is typical under state law as well. See, e.g., Dania Jai Alai Palace, Inc. v. Sykes, 450 So.2d 1114 (Fla. 1984).