Case Law Index Business Organizations

January 1, 1995 – September 5, 2024

This index provides a comprehensive though not necessarily exhaustive compilation of reported and unreported federal and state court decisions involving Business Organizations that were decided between the dates listed above. The cases are listed in reverse chronological order. The “Text” link goes to the freely available Google Scholar text of the opinion. These listings are for educational purposes only and are not a substitute for legal counsel.

U.S. SUPREME COURT

Rodriguez v. Federal Deposit Insurance Corporation, 140 S.Ct. 713, 718 (U.S., 2020) (abrogating the Bob Richards rule and reaffirming that corporate property rights fall within the jurisdiction of state law) Text

Burwell v. Hobby Lobby Stores, Inc., 134 S.Ct. 2751, 2768, (U.S., 2014) (holding when corporations are defined as “persons,” the rights enjoyed by the corporation extend to the people associated with the corporation such as shareholders, officers, and employees) Text

FIRST CIRCUIT

Barsoum v. Kinderhook Indus., LLC, 701 F. Supp. 3d 160 (D. Mass. 2023) (employee did not pierce the corporate veil because they failed to impute liability based on agency principles) Text

Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund, 943 F.3d 49, 51 (C.A.1 (Mass.), 2019) (establishing factors used to determine whether a partnership in fact exists) Text

Martinez v. Petrenko, 792 F.3d 173 (C.A.1 (N.H.), 2015) (holding “corporate” includes LLCs in the context of piercing the corporate veil and distinguishing acts that do not amount to fraud in that context) Text

Milton Abeles, Inc. v. Creekstone Farms Premium Beef, LLC, No. 06 CV-3893 (JFB) (AKT), 2010 U.S. Dist. LEXIS 34017 (E.D.N.Y. Feb 1, 2010) (burden of proof to show intent to create a joint venture). Text

SECOND CIRCUIT

Milton Abeles, Inc. v. Creekstone Farms Premium Beef, LLC, No. 06-CV-3893 (JFB) (AKT), 2010 U.S. Dist. LEXIS 34017 (E.D.N.Y. Feb. 1, 2010) (burden of proof to show intent to create a joint venture) Text

Milton Abeles, Inc. v. Creekstone Farms Premium Beef, LLC, No. 06-CV-3893 (JFB)(AKT), 2009 WL 875553 (E.D. N.Y. Mar. 30, 2009) (creation of joint venture) Text

Thompson v. CIR, 499 F.3d 129 (2d Cir. 2007) (analyzing what happens when the Estate, the IRS, and the Tax Court all have different valuations of closely held company) Text

Dinaco, Inc. v. Time Warner, Inc., 346 F.3d 64, 68 (C.A.2 (N.Y.),2003) (establishing that a mutual promise to share in the profits and losses of a business is an indispensable element of a contract of partnership or joint venture) Text

THIRD CIRCUIT

Estate of Smith v. United States, No. 02-264 ERIE, 2005 WL 3021918 (W.D. Penn. July 22, 2005) (family limited partnership valuation)

Estate of Smith v. United States, No. C.A. 02-264 ERIE, 2004 WL 2051218 (W.D. Penn. July 23, 2004), acq., No. C.A. 02-264 ERIE, 2004 WL 1879212 (W.D. Penn. June 30, 2004) (valuation of family limited partnership) Text

Official Committee of Unsecured Creditors v. R.F. Lafferty & Co., Inc., 267 F.3d 340, 348 (C.A.3 (Pa.),2001) (redress to an injury to a corporate body must be sought in the name of the corporation and individual shareholders do not have a direct cause of action) Text

Pearson v. Component Technology Corp., 247 F.3d 471 (C.A.3 (Pa.),2001) (requiring a closer examination of the labor-related characteristics of the affiliated corporations when deciding whether to pierce the corporate veil in the labor context) Text

Eastern Minerals & Chemicals Co. v. Mahan, 225 F.3d 330, 333 (C.A.3 (Pa.),2000) (establishing factors to determine whether equity demands a piercing of the corporate veil under Pennsylvania law) Text

FOURTH CIRCUIT

In re Eli Lilly and Company, 37 F.4th 160, 165 (C.A.4 (Va.), 2022) (holding a corporation can only be “found” where officers and agents are physically present and carrying out the corporation’s business for purposes of jurisdictional authority) Text

Equity Investment Associates, LLC v. United States, 40 F.4th 156, 164 (C.A.4 (N.C.), 2022) (holding a business entity is its own “person” separate from its members, officers, and employees unless statutes state something to the contrary) Text

Vitol, S.A. v. Primerose Shipping Co. Ltd., 708 F.3d 527, 544 (C.A.4 (Md.), 2013) (general principle is to pierce the veil and find liability when doing so would be equitable) Text

FIFTH CIRCUIT

United States v. M/Y Galactica Star, 13 F.4th 448, 456 (C.A.5 (Tex.), 2021) (ownership of shares does not equate to ownership of corporate assets) Text

Livermore v. Engles, No. 3-10-CV-0882-BD, 2010 WL 3583999 (N.D. Tex. Sept. 13, 2010) (derivative action for conspiracy to manipulate milk prices) Text

Tullous v. Tex. Aquaculture Processing Co. LLC, 579 F.Supp.2d 811 (S.D. Tex. 2008) (ag cooperative’s qualification for agricultural exemption under FLSA) Text

McCord v. Comm’r, 461 F.3d 614 (5th Cir. 2006), rev’g, 120 T.C. 358 (2003) (valuation of LLC) Text

Estate of Baird v. Comm’r, T.C. Memo. 2006-140, (T.C. 2006), modifying, 416 F.3d 442 (5th Cir. 2005), rev’g and rem’g, T.C. Memo. 2002-299 (T.C. 2002) (discounting value of timberland owned through trusts) Text

Temple v. United States, 423 F.Supp.2d 605 (E.D. Tex. 2006) (valuation of partnership interests) Text

Kinder Canal Co. Inc. v. Johanns, No. 05-1123, 2006 WL 250485 (W.D. La. Jan. 31, 2006) (PFC payments to family-owned corporation)

Anderson v. United States, No. Civ. 02-2168-S, 2005 WL 3747984, (W.D. La. Dec. 28, 2005) (valuation of LLCs)

Strangi v. Comm’r, 417 F.3d 468 (5th Cir. 2005), aff’g, T.C. Memo. 2003-145, on rem. from, Gulig v. Comm’r, 293 F.3d 279 (5th Cir. 2002), aff’g sub nom., Estate of Strangi v. Comm’r, 115 T.C. 478 (2000)) (valuation of a family limited partnership) Text

Weiner v. United States, 389 F.3d 152 (5th Cir. 2004), aff’g in part and rev’g in part, 255 F.Supp.2d 673 (S.D. Tex. 2002) (creation of limited partnership farming operations to create tax write-offs) Text

Kimbell v. United States, 371 F.3d 257 (5th Cir. 2004), vac’g and rem’g, 244 F.Supp.2d 700 (N.D. Tex. 2003) (transferring property into a family limited partnership) Text

Carter Trust ex rel. Fortson v. United States, 256 F.Supp.2d 536 (N.D. Tex. 2003) (material participation in a ranch by a business entity) Text

Dunn v. Comm’r, 301 F.3d 339 (5th Cir. 2002) (valuation of a closely held corporation) Text

SIXTH CIRCUIT

Church Joint Venture, L.P. v. Blasingame, 947 F.3d 925, 930 (C.A.6 (Tenn.), 2020) (distinguishing “alter ego” claims and “veil piercing” claims) Text

In re Bli Farms, 312 B.R. 606 (E.D. Mich. 2004) (family partnership was consolidated in with individual members in bankruptcy action) Text

In re Bli, 309 B.R. 295 (Bankr. E.D. Mich. 2004) (joint venture farming satisfies definition of farmer) Text

In re Crowell, 305 F.3d 474 (6th Cir. 2002), aff’g, 258 B.R. 885 (E.D. Tenn. 2001) (consequences of creating a fraudulent cattle ranching partnership) Text

SEVENTH CIRCUIT

In re Jung, 655 B.R. 474 (Bankr. N.D. Ill. 2023) (plaintiffs did not meet the burden of proof in order to disregard the corporate structure and hold the owner personally liable) Text

Cent. States, Se. & Sw. Areas Pension Fund v. Pioneer Ranch Ltd. P’ship, 2006 WL 2054385 (N.D. Ill. 2006) (existence of a trade or business)

Parsons Tanning Co. ex rel. Weinstein v. Schwartz, 2004 WL 1593909 (N.D. Ill. 2004) (derivative action in a family-run corporation) Text

Hackl v. Comm’r, 335 F.3d 664 (7th Cir. 2003), aff’g, 118 T.C. 279 (T.C. 2002) (gifting interests in business entities with a restraint on alienation) Text

Seggerman Farms, Inc. v. Comm’r, 308 F.3d 803 (7th Cir. 2002), aff’g, T.C. Memo. 2001-99 (T.C. 2001) (transfer of farm assets into a family farming corporation) Text

EIGHTH CIRCUIT

Arnold v. LME, Inc., 650 F. Supp. 3d 772 (D. Minn. 2023) (plaintiff failed to meet the heavy burden of piercing the corporate veil in order to hold the owners personally liable under the WARN Act) Text

Stine Seed Co. v. A & W Agribusiness, LLC, 862 F.3d 1094 (8th Cir. 2017) (implied-in-fact contract) Text

In re Webb, 742 F.3d 824, 828 (C.A.8 (Ark.),2014) (holding a “joint venture” is not necessarily a partnership simply because it is titled a “joint venture” under Arkansas law) Text

In re Simmons, 364 B.R. 673 (Bankr. E.D. Ark. 2007) (acts of one partner are imputable to other partners) Text

Jones v. Gale, 470 F.3d 1261 (8th Cir. 2006) (constitutional challenge corporate farming law) Text

In re James, 368 B.R. 800 (Bankr. E.D. Ark. 2006) (debtors leased land to themselves through a partnership and were able to obtain a landlord’s lien on their own crops) Text

Jones v. Gale, 405 F.Supp.2d 1066 (D. Neb. 2005) (constitutional challenge corporate farming law) Text

Coop. Supply, Inc. v. Corn-Pro Nonstock Coop. Inc. (In re Corn-Pro Nonstock Coop., Inc.), 318 B.R. 153 (B.A.P. 8th Cir. 2004), aff’g, 317 B.R. 56 (B.A.P. 8th Cir. 2004) (non-stock cooperative considered farmer) Text

Smithfield Foods, Inc. v. Miller, 367 F.3d 1061 (8th Cir. 2004) (corporate farming law) Text

Bot v. Comm’r, 353 F.3d 595 (8th Cir. 2003), aff’g, 118 T.C. 138 (T.C. 2002) (cooperative structure causes farmer’s to pay self-employment tax) Text

S.D. Farm Bureau, Inc. v. Hazeltine, 340 F.3d 583 (8th Cir. 2003) (corporate farming law) Text

Ballantyne v. Comm’r, 341 F.3d 802 (8th Cir. 2003), aff’g, T.C. Memo. 2002-160 (T.C. 2002) (division of income after the termination of a farming partnership) Text

S.D. Farm Bureau, Inc. v. Hazeltine, 202 F.Supp.2d 1020 (D. S.D. 2002) (corporate farming law) Text

Hollen v. Comm’r, 25 Fed. App’x. 484 (8th Cir. 2002), aff’g, T.C. Memo. 2000-99, (T.C. 2000) (oral partnership could not be later disavowed)

NINTH CIRCUIT

Agricola ABC, S.A. De C.V. v. Chiquita Fresh North America, No. 10cv772-IEG (NLS), 2010 WL 29855500 (S.D. Cal. July 28, 2010) (dispute involving debt-settling agreement)

Rodriguez v. SGLC, No. 2:08-cv-01971-MCE-KJN, 2010 WL 2943128 (E.D. Cal. July 23, 2010) (fraud and unfair competition claim) Text

Estate of Murphy v. United States, No. 07-CV-1013, 2009 U.S. Dist. LEXIS 94923, 104 A.F.T.R.2d (RIA) 2009-7703 (W.D. Ark. Oct. 2, 2009) (use of the bona fide sale exception for FLP creation)

Ahlstrom v. DHI Mortgage Company, Ltd., L.P., 21 F.4th 631, 636 (C.A.9 (Cal.), 2021) (corporations, parent companies, and their subsidiaries, are distinct entities) Text

In re Boon Global Limited, 923 F.3d 643, 653 (C.A.9 (Cal.), 2019) (implementing two-prong test to find alter ego liability under California law) Text

Cerner Middle East Limited v. iCapital, LLC, 939 F.3d 1016, 1027 (C.A.9 (Or.), 2019) (three-part test used to determine whether corporate veil may be pierced under Missouri law) Text

Logan v. Tiegs, 262 Fed.App’x. 739 (9th Cir. 2007) (formation of farming partnerships)

Colvin v. Colvin, Civil No. 05-409-AA, 2007 WL 2248160 (D. Or. Aug. 1, 2007) (division of a ranching corporation)

Hall v. Glenn’s Ferry Grazing Ass’n, No. CV-03-386-S-BLW, 2006 WL 2711849 (D. Idaho Sept. 21, 2006) (dissolution of a grazing corporation)

In re Hale, No. 04-40076, 2004 WL 4960381 (Bankr. D. Idaho Aug. 26, 2004) (use of homestead exemption when home is owned through a limited partnership)

In re Loomis, No. 03-03318, 2004 WL 4960372 (Bankr. D. Idaho Feb. 4, 2004) (obligation of debtors for partnership debts after the partnership was dissolved)

TENTH CIRCUIT

Cyprus Amax Minerals Company v. TCI Pacific Communications, LLC, 28 F.4th 996, 1007 (C.A.10 (Okla.), 2022) (presumption that a holding or parent company is distinct and treated separately from a subsidiary) Text

U.S. v. Badger, 818 F.3d 563, 570 (C.A.10 (Utah), 2016) (discussing reverse veil-piercing in Utah) Text

McClure Bros. Land & Cattle Operating P’ship v. U.S. Dep’t of Agric., No. 06-1307-JTM, 2007 WL 1412669 (D. Kan. May 10, 2007) (emergency operating loans to family-owned farming operations)

U.S. v. Badger, 818 F.3d 563, 570 (C.A.10 (Utah), 2016) (discussing reverse veil-piercing in Utah) Text

Van Scoten v. Comm’r, 439 F.3d 1243 (10th Cir. 2006), aff’g, T.C. Memo. 2004-275 (T.C. 2004) (ranching partnership used as a tax shelter) Text

Estate of True v. Comm’r, 390 F.3d 1210 (10th Cir. 2004), aff’g, T.C. Memo. 2001-167 (T.C. 2001) (valuation of a family-owned partnership) Text

In re Lampe, 331 F.3d 750, 757 (C.A.10,2003) (implementing three-part test to determine whether a partnership was formed under Kansas law) Text

ELEVENTH CIRCUIT

National Small Business United v. Yellen, No. 5:22-CV-1448-LCB, 2024 WL 899372 (N.D. Ala. Mar. 1, 2024) (granting plaintiff’s motion for summary judgment and holding the Corporate Transparency Act unconstitutional) Text

AIG Centennial Ins. Co. v. O’Neill, 782 F.3d 1296, 1308 (C.A.11 (Fla.), 2015) (general rule under Pennsylvania law that a corporation is an independent entity even when its stock is owned entirely by one individual) Text

Molinos Valle Del Cibao, C. por A. v. Lama, 633 F.3d 1330, 1351 (C.A.11 (Fla.), 2011) (a plaintiff cannot pierce the corporate veil against a non-shareholder director under Florida law) Text

Williams v. Obstfeld, 314 F.3d 1270, 1275 (C.A.11 (Fla.),2002) (requirements for joint ventures and partnerships under Florida law) Text

Kloha v. Duda, 246 F.Supp.2d 1237 (M.D. Fla. 2003) (derivative action in family-owned company) Text

Shepherd v. Comm’r, 283 F.3d 1258 (11th Cir. 2002), aff’g, 115 T.C. 376 (T.C. 2000) (gifting of an interest in a family limited partnership) Text

FEDERAL CIRCUIT

Mynette Technologies, Inc. v. United States, 163 Fed.Cl. 733, 747 (Fed.Cl., 2022) (corporation bylaws are the governing rules of the organization and are considered contracts, however if a bylaw is inconsistent with statute or rule of common law, that bylaw is void) Text

Esch v. United States, 77 Fed. Cl. 582 (Fed. Cl. 2007) (change of partnership does not relieve the individual partners of liability on security agreement)

TAX COURT

Benavides & Co., P.C. v. Commissioner, Nos. 6761-14, 6840-14, 2019 Tax Ct. Memo LEXIS 120 (T.C. Sep. 9, 2019) (constructive dividends when a C corporation confers an economic benefit upon a shareholder) Text

Estate of Jones v. Commissioner, No. 27952-13, 2019 Tax Ct. Memo LEXIS 108 (T.C. Aug. 19, 2019) (estates valuation of stock shares and limited partner units) Text

Estate of Streightoff v. Commissioner, No. 4379-15, 2018 Tax Ct. Memo LEXIS 179 (T.C. Oct. 24, 2018) (lack of marketability discount treated as limited partnership interest) Text

Martin v. Commissioner, 149 T.C. 293 (2017) (agriculture-related rental income not included in net self-employment income) Text

Estate of Giustina v. Comm’r, No. 10983-09, 2016 Tax Ct. Memo LEXIS 113 (T.C. June 13, 2016) (valuation of timber farming partnership interest) Text

Estate of Wimmer v. Commissioner, No. 26540-07, 2012 T.C. Memo. 157 (T.C. June 4, 2012) (tax treatment of gifts of limited partnership interests)

Estate of Stone v. Commissioner, No. 23290-09, 2012 T.C. Memo. 48 (T.C. Feb. 22, 2012) (property transferred to family members to be managed as a family asset was not included in the decedent’s estate)

Holdner v. Commissioner, Nos. 10367-08, 10375-08, 2010 Tax Ct. Memo LEXIS 211 (T.C. Aug. 4, 2010) (farming operation expenses under partnership are to be split equally) Text

Estate of Litchfield v. Comm’r, T.C. Memo 2009-21, 2009 WL 211421 (T.C. 2009) (tax consequences of the conversion of a family C corp. into an S corp.) Text

Estate of Malkin v. Commissioner, Nos. 9222-05, 9252-05, 9253-05, 9531-05, 2009 T.C. Memo. 212 (T.C. Sep. 16, 2009) (stocks transferred to family limited partnerships included in estate because decedent retained possession and enjoyment of those stocks)

Estate of Hurford v. Comm’r, T.C. Memo. 2008-278, 2008 WL 5203652 (T.C. 2008) (transfer of assets into a family limited partnership) Text

Astleford v. Comm’r, T.C. Memo. 2008-128, 2008 WL 2610466 (T.C. 2008) (tax consequences of a transfer into a family limited partnership) Text

Smith v. Comm’r, T.C. Memo. 2007-368, 2007 WL 4410771 (T.C. 2007) (family limited partnerships and charitable giving) Text

Albers v. Commissioner, No. 18440-05, 2007 T.C. Memo. 144 (T.C. June 7, 2007) (health insurance premiums and dental and medical expenses not deductible on Schedule F)

Francis v. Commissioner, No. 6742-05, 2007 Tax Ct. Memo LEXIS 33 (T.C. Feb. 8, 2007) (wife’s health insurance premiums were only partially deductible)

Hauge v. Comm’r, T.C. Memo. 2005-276, 2005 WL 3214581 (T.C. 2005) (partnership and controlling partner’s deduction of delinquent farm loans for a second partnership) Text

Bartelma v. Comm’r, T.C. Memo. 2005-64, 2005 WL 713798 (T.C. 2005) (tax deficiency of farming partnership) Text

Mortensen v. Comm’r, T.C. Memo. 2004-279, 2004 WL 2900972 (T.C. 2004) (ranching partnership used as a tax shelter) Text

Solvie v. Comm’r, T.C. Memo. 2004-55, 2004 WL 793173 (T.C. 2004) (income from wholly owned corporation treated as self-employment income) Text

Johnson v. Comm’r, T.C. Memo. 2004-56, 2004 WL 793179 (T.C. 2004) (income from wholly owned corporation treated as self-employment income) Text

Luiz v. Comm’r, T.C. Memo. 2004-21, 2004 WL 171334 (T.C. 2004) (S Corp’s losses disallowed) Text

Weeldreyer v. Comm’r, T.C. Memo. 2003-324, 2003 WL 22790870 (T.C. 2003) (incorporating a farming operation to deduct expenses)

Welter v. Comm’r, T.C. Memo. 2003-299, 2003 WL 22456794 (T.C. 2003) (hedging not allowed by individual owners of a farming corporation)

Lappo v. Comm’r, T.C. Memo. 2003-258, 2003 WL 22048909 (T.C. 2003) (valuation of a family limited partnership)

Meier v. Comm’r, T.C. Memo. 2003-94, 2003 WL 1700083 (T.C. 2003) (corporation created to loan to the landlord’s tenants)

Dobbe v. Comm’r, 61 Fed. App’x. 348 (9th Cir. 2003), aff’g, T.C. Memo. 2000-330, (T.C. 2000) (using a family corporation to deduct home improvement expenses)

Estate of Armstrong v. Comm’r, 119 T.C. 220 (T.C. 2002) (valuation of stock from a closely held family corporation) Text

Welch v. Comm’r, T.C. Memo. 2002-39, 2002 WL 205657 (T.C. 2002) (farming LLC used as a tax shelter)

COURT OF INTERNATIONAL TRADE

United States v. Wilfran Agri. Industries, No. 07-00231, 2010 WL 3199833 (C.I.T. Aug. 11, 2010) (refusal of service of process) Text

ALABAMA

Jones v. Sherrell, — So.3d —-, 2010 WL 2465468 (Ala. Civ. App. 2010) (dissolution of a partnership operating a pumpkin patch) Text

Carey v. Howard, 950 So.2d 1131 (Ala. 2006) (Family LLC’s and option contracts for the sale of farmland) Text

Flowers v. Pope, 937 So.2d 61, 68 (Ala.,2006) (to show existence of a joint venture a party must establish there was a community of interest and a right to joint control) Text

Wood v. Phillips, 823 So.2d 648, 653 (Ala.,2001) (no settled test to determine existence of partnership but rather a fact dependent analysis of all the attendant circumstances) Text

Gober v. Stubbs, 682 So.2d 430, 434 (Ala.,1996) (corporations are treated the same as individuals with regards to eminent domain) Text

ALASKA

James v. Alaska Frontier Constructors, Inc., 468 P.3d 711, 719 (Alaska, 2020) (sister corporations are not “joint ventures” based solely on their common ownership) Text

Diamond v. Platinum Jaxx, Inc., 446 P.3d 341, 344 (Alaska, 2019) (corporate veil may be pierced if the corporate form is used to defeat public convenience, justify wrong, commit fraud, defend crime, or if the corporation is nothing more than a mere instrument of a shareholder) Text

Recreational Data Services, Inc. v. Trimble Navigation Limited, 404 P.3d 120, 129 (Alaska, 2017) (the four key elements to a partnership are: 1) associational intent, 2) co-ownership of the resulting business, 3) the partners are in business, and 4) the business is intended to make a profit) Text

ARIZONA

Specialty Companies Group, LLC v. Meritage Homes of Arizona, Inc., 492 P.3d 308, 310 (Ariz., 2021) (piercing the corporate veil is not itself a cause of action but is raised in the context of different cause of action such as ones based on contract or tort) Text

In re Sky Harbor Hotel Properties, LLC, 443 P.3d 21, 23 (Ariz., 2019) (partnerships, joint ventures, and corporations are owed fiduciary duties by those empowered to act on their behalf) Text

ARKANSAS

Hitt v. Lyle, 596 S.W.3d 540 (Ark. App., 2020) (dissolution of family farm partnership) Text

Wyatt v. Wyatt, 545 S.W.3d 796, 801 (Ark. App., 2018) (a corporation and its stockholders are separate and distinct entities even when a stockholder owns the majority of the stock) Text

Fudge v. Parks, 2019 Ark. App. 191, 574 S.W.3d 723 (Ct. App.) (dissolution of cattle partnership) Text

Hotel Associates, Inc. v. Rieves, Rubens and Mayton, 435 S.W.3d 488, 493 (Ark., 2014) (to constitute a joint venture the following three elements must be present: (1) two or more persons combine in a joint business enterprise for their mutual benefit; (2) right of mutual control or management of the venture; and (3) an expressed or implied understanding that they are to share in the profits or losses of the venture) Text

Perez-Benites v. Candy Brand, LLC, No. 1:07-CV-1048, 2011 U.S. Dist. LEXIS 55003 (W.D. Ark. May 20, 2011) (LLC Act did not immune corporate officers) Text

CALIFORNIA

Presbyterian Camp & Conference Centers, Inc. v. Superior Court, 501 P.3d 211, 226 (Cal., 2021) (because a corporation is a legal fiction it can only act through agency of natural persons) Text

Nilson v. Nilson, No. D072222, 2019 WL 408721 (Cal. Ct. App. Feb. 1, 2019) (family member’s dissolution from a farming partnership)

Brown v. USA Taekwondo, 253 Cal.Rptr.3d 708, 733 (Cal.App. 2 Dist., 2019) (the three necessary elements of a joint venture are: (1) the members have joint control over the venture; (2) they share the profits of the undertaking; and (3) the members each have an ownership interest in the enterprise) Text

Nunes v. Cent. Valley Dairymen, No. F056381, 2010 WL 4362850 (Cal. Ct. App. Nov. 4, 2010) (misappropriation of funds and business opportunity) Text

COLORADO

Nelson v. Encompass PAHS Rehabilitation Hospital, LLC, 522 P.3d 707, 713 (Colo., 2023) (for purposes of venue, an LLC’s residence is determined not by residence of the LLC’s members but the residence of the LLC itself) Text

Dill v. Rembrandt Group, Inc., 474 P.3d 176, 183 (Colo. App., 2020) (only extraordinary circumstances justify disregarding the corporate entity to impose personal liability) Text

Scott R. Larson, P.C. v. Grinnan, 488 P.3d 202, 211 (Colo. App., 2017) (the elements to finding a joint venture are: (1) a joint interest in property, (2) an express or implied agreement to share in profits or losses of the venture, and (3) actions and conduct showing joint cooperation in the venture) Text

CONNECTICUT

Villanueva v. Villanueva, 260 A.3d 568, 572 (Conn. App., 2021) (fact scenario that amounted to a de-facto partnership between a founder and a party who was initially hired as an employee) Text

Tyler E. Lyman, Inc. v. 19 Thames Street Partnership, 953 A.2d 121, 125 (Conn. App., 2008) (the court treats a corporation as a distinct entity from its shareholder-parent corporation unless: (1) the parties intermingle assets, accounts, records, employees and business transactions; (2) they flout corporate formalities; (3) there is insufficient capitalization as a separate entity; (4) the parties hold themselves out to the public as a single entity; or (5) one entity directs its policies primarily to the benefit of the other corporation and not its own) Text

DELAWARE

United States v. Sanofi-Aventis U.S. LLC, 226 A.3d 1117, 1133 (Del. Supr., 2020) (if the membership of a partnership changes, the partnership is dissolved and a new partnership is formed with the new members) Text

Prairie Capital III, L.P. v. Double E Holding Corp., 132 A.3d 35, 60 (Del. Ch., 2015) (a corporation can only act through human agents) Text

FLORIDA

Shoreline Foundation, Inc. v. Brisk, 278 So.3d 68, 73 (Fla.App. 4 Dist., 2019) (joint ventures and partnerships are separate legal entities but are governed by the same rules of law) Text

DeJesus v. A.M.J.R.K. Corp., 255 So. 3d 879 (Fla. Dist. Ct. App. 2018) (homestead exemption not applicable for corporate owned real property) Text

Bergman v. DeIulio, 826 So.2d 500, 504 (Fla.App. 4 Dist.,2002) (an insufficient meeting of minds to form an enforceable partnership agreement) Text

Sirmons v. Arnold Lumber Co., 167 So. 2d 588 (Fla. Dist. Ct. App. 1964) (mere fact that one or more individuals control the corporate activities is not sufficient to justify imposing corporate debt upon the shareholders) Text

GEORGIA

Gravitt v. Olens, 774 S.E.2d 263, 270 (Ga. App. 2015) (corporations are not impliedly within statutory provisions applicable to persons if it is not within the purpose and intent of the provision) Text

Godwin v. Mizpah Farms, LLLP, 766 S.E.2d 497 (Ga. App. 2014) (dissolve a family farm partnership business) Text

Smith v. Smith, 637 S.E.2d 662 (Ga. 2006) (ownership in a family-owned partnership) Text

Kissun v. Humana, Inc., 479 S.E.2d 751 (Ga. 1997) (insufficient evidence for piercing the corporate veil does not inhibit a fact question regarding an apparent agency relationship or a joint venturer relationship) Text

HAWAI’I

Calipjo v. Purdy, 439 P.3d 218, 229 (Hawai’i, 2019) (two-part test to determine whether a corporation is the alter ego of a person) Text

Fisher v. Grove Farm Co., — P.3d —, 2009 WL 5117005 (Haw. Ct. App. 2009) (minority shareholders challenging corporate sale) Text

Fisherv. Grove Farm Co., Nos. 28626, 28772, 2009 WL 4362580 (Haw. Ct. App. Dec. 3, 2009) (stockholder’s challenge to merger) Text

Matter of O.W. Ltd. Partnership, 668 P.2d 56, 62 (Hawaii App.,1983) (the rules governing creation and existence of partnerships are applicable to joint ventures) Text

IDAHO

Lunneborg v. My Fun Life, 421 P.3d 187, 199 (Idaho 2018) (two prong test for determining if a company is the alter ego of a member of the company) Text

Reding v. Reding, 109 P.3d 1111 (Idaho 2005) (final accounting for a member of a family farm partnership) Text

Kohring v. Robertson, 44 P.3d 1149 (Idaho 2002) (dissolution of a family farming corporation) Text

ILLINOIS

Bennett v. GlaxoSmithKline LLC, 151 N.E.3d 1184, 1186 (Ill. App. 5 Dist., 2020) (a joint venture is an association of two or more persons to carry out a single enterprise for profit) Text

Ekman v. Friedmann, 2019 WL 2896680 (Ill. App. 1 Dist., 2019) (a partnership existed despite several challenges regarding the formalities of the business structure)

McGinley Partners, Ltd. Liab. Co. v. Royalty Props., Ltd. Liab. Co., 117 N.E.3d 1207 (Ill App. 1 Dist., 2018) (corporate survival statute did not preclude assignee’s claim) Text

INDIANA

Fisher v. United States, No. 1:08-cv-0908-LJM-TAB, 2010 U.S. Dist. LEXIS 23380, 105 A.F.T.R.2d (RIA) 2010-1347 (S.D. Ind. Mar. 11, 2010) (tax treatment of gifts of membership units in LLC)

Bunger v. Demming, 40 N.E.3d 887, 902 (Ind. App., 2015) (a partnership is liable for the actions of any of of its members in conducting the partnership business under the doctrine of “vicarious liability”) Text

DLZ Indiana, LLC v. Greene Cnty., 902 N.E.2d 323, 328 (Ind. App.,2009) (a joint venture will arise only from an express or implied contract) Text

F.B.I. Farms, Inc. v. Moore, 798 N.E.2d 440 (Ind. 2003) (cancellation of stock in a family farming corporation) Text

IOWA

Van Horn v. R.H. Van Horn Farms, Inc., 919 N.W.2d 768 (Iowa Ct. App. 2018) (no minority shareholder oppression in family farm corporation) Text

Baur v. Baur Farms, Inc., 885 N.W.2d 829 (Iowa Ct. App. 2016) (no minority shareholder oppression in closely-held family farm corporation) Text

Keith Smith Co. v. Bushman, 873 N.W.2d 776 (Iowa Ct. App. 2015) (corporate veil should be pierced because adherence to the corporate structure would promote an injustice to the creditor) Text

Ahrens v. Ahrens Agric. Indus. Co., 867 N.W.2d 195 (Iowa Ct. App. 2015) (no oppressive conduct on minority shareholders) Text

Sharafabadi v. Pac. Nw. Farmers Coop., Inc., No. C09-1043JLR, 2010 WL 715679 (W.D. Wash. Feb. 23, 2010) (infringement on yellow mustard gum patent)

Daniels v. Holtz, No. 08-1729, 2009 WL 4118336 (Table) (Iowa Ct. App. Nov. 25, 2009) (sheriff sale of corporation’s stock) Text

In re Estate of Liike, No. 08-1875, 2009 WL 3337605 (Table) (Iowa Ct. App. Oct. 7, 2009) (farm property was partnership property) Text

Felten v. Felten, 672 N.W.2d 333 (Table) (Iowa Ct. App. 2003) (dissolving a farm partnership)

KANSAS

Cargill Meat Sols. Corp. v. Premium Beef Feeders, LLC, 168 F. Supp. 3d 1334 (D. Kan. 2016) (joint venture for profit but ambiguous language regarding risk management duties) Text

Giles v. Giles Land Co., L.P., 279 P.3d 139 (2012) (dissolution of a partner from a family farm partnership) Text

In re Estate of Hjersted, 175 P.3d 810 (Kan. 2008) (discount for ownership through a family limited partnership) Text

Schauf v. Schauf, 107 P.3d 1237 (Kan. Ct. App. 2005) (existence of a farming partnership) Text

KENTUCKY

Inter-Tel Technologies, Inc. v. Linn Station Properties, LLC, 360 S.W.3d 152, 168 (Ky., 2012) (fact pattern in which the extraordinary measure of piercing the corporate veil is justified) Text

Sawyer Place Co. v. Adler, No. 2009-CA-001112-MR, 2011 WL 43233 (Ken. Ct. App. Jan. 7, 2011) (whether there existed a joint venture between two parties who operated farms)

Mills v. Mills, No. 2007-CA-000774-MR, 2008 WL 4683015 (Ky. Ct. App. Oct. 24, 2008) (partition of real property owned by a limited farming partnership) Text

Gripshover v. Gripshover, 246 S.W.3d 460 (Ky. 2008) (transfer of real property into a limited partnership before a divorce) Text

Elder v. Elder, 2005 WL 2469656 (Ky. Ct. App. 2005) (value of “goodwill” in a farming partnership)

Monin v. Monin, 156 S.W.3d 309 (Ky. Ct. App. 2004) (dissolution and reparation for farming corporation) Text

LOUISIANA

Schauf v. Schauf, 247 So. 3d 172 (La. App. 2 Cir, 2018) (death of a member of the family limited liability company does not terminate the dissolution process once initiated) Text

Monsanto Co. v. KT Farms P’ship, 245 So. 3d 191 (La. Ct. App. 2017) (individual partners of a farming partnership were liable for their share of debt) Text

Wilkerson v. Wilkerson, 962 So.2d 1137 (La. Ct. App. 2007) (dissolution of a family farming corporation) Text

MAINE

Blue Star Corp. v. CKF Properties, LLC, 980 A.2d 1270, 1280 (Me.,2009) (two-part test to piercing the corporate veil) Text

Advanced Const. Corp. v. Pilecki, 901 A.2d 189, 195 (Me.,2006) (corporate officers can be held individually liable for their wrongful acts without piercing the corporate veil) Text

MARYLAND

Mekhaya v. Eastland Food Corporation, 287 A.3d 395, 407 (Md. App., 2022) (analysis of what constitutes a “closely-held corporation” and a claim of shareholder oppression) Text

Bender v. Schwartz, 917 A.2d 142 (Md. Ct. Spec. App. 2007) (minority shareholders try to bring a derivative suit) Text

MASSACHUSETTS

BPR Group Ltd. Partnership v. Bendetson, 906 N.E.2d 956, 964 (Mass.,2009) (Massachusetts’ Uniform Partnership Act only applies when there is no partnership agreement governing the partnership’s affairs, the agreement is silent on a certain point, or the agreement contains provisions contrary to law) Text

Jaeschke v. O’Connor, 822 N.E.2d 330 (Table) (Mass. App. Ct. 2005) (creation of a partnership) Text

MICHIGAN

Comerica, Inc. v. Department of Treasury, 955 N.W.2d 593, 602, (Mich. App., 2020) (corporations are creatures of statute, unable to exist without the force of express law) Text

Acosta v. Timberline S. Ltd. Liab. Co., No. 16-cv-11552, 2017 U.S. Dist. LEXIS 165935 (E.D. Mich. Oct. 6, 2017) (timber did not qualify for agricultural exemption under FLSA) Text

Hills and Dales General Hosp. v. Pantig, 812 N.W.2d 793, 797, (Mich. App., 2011) (unlike a corporation, a joint venture or joint enterprise is not recognized to be its own distinct entity) Text

Duckert v. Duckert, No. 239952, 2003 WL 22221387 (Mich. Ct. App. Sept. 25, 2003) (dissolution of family farming partnership)

MINNESOTA

Luthens v. Cty. of McLeod, No. 43-CV-15-641, 2018 WL 6626177 (Minn. Tax Dec. 10, 2018) (joint family farm venture and family farm corporation sole shareholder cannot claim agricultural homestead) Text

Scherping v. Scherping, No. A16-1815, 2017 Minn. App. Unpub. LEXIS 581 (July 3, 2017) (farm equipment is not a fixture) Text

Metro Bldg. Companies, Inc. v. Ram Bldgs., Inc., 783 N.W.2d 204, 207 (Minn. App., 2010) (a corporation is an artificial person with capacity to bring a lawsuit) Text

Schlegelmilch v. Schlegelmilch, No. C1-03-9, 2003 WL 22290904 (Minn. Ct. App. Oct. 7, 2003), aff’g and modifying, No. C1-00-951 (Minn. Ct. App. Jan. 23, 2001) (dissolution of family-farm partnership)

Mellett v. Fairview Health Services, 634 N.W.2d 421, 424 (Minn., 2001) (distinguishing between a joint venture and a joint enterprise) Text

MISSISSIPPI

Boyanton v. Brothers Produce, Inc., 312 So.3d 363, 373 (Miss. App. 2020) (analyzing when a joint venture exists) Text

Rainbow Ranch, Inc. v. Hardin (In re Will of Hardin), 158 So. 3d 341 (Miss. App. 2014) (dissolution of a closely held family corporation) Text

MISSOURI

Mick v. Mays, 459 S.W.3d 924 (Mo. Ct. App. 2015) (former partner who sold his partnership interest was not entitled to accounting) Text

Marshall v. Marshall Farms, No. SD 30440, 2010 WL 4630226 (Mo. Ct. App. Nov. 10, 2010) (partnership distributions sent to state pursuant to garnishment order) Text

Missouri ex rel. Nixon v. Premium Standard Farms, Inc., 100 S.W.3d 157 (Mo. Ct. App. 2003) (corporate farming prohibition against the leasing of grazing rights) Text

MONTANA

Larson v. Larson, 406 P.3d 925 (Mont. 2017) (gifting majority of shares in the family farm) Text

Whitehorn v. Whitehorn Farms, Inc., 195 P.3d 836 (Mont. 2008) (suit to split a family-owned farming corporation) Text

McCormick v. Brevig, 169 P.3d 352 (Mont. 2007), aff’g in part and rev’g in part, 980 P.2d 603 (Mont. 1999) (dissolution and accounting of family ranching partnership) Text

Hjartarson v. Hjartarson, 147 P.3d 164 (Mont. 2006) (intergenerational family corporation) Text

Pankratz Farms, Inc. v. Pankratz, 95 P.3d 671 (Mont. 2004) (dissolution of family farming corporation) Text

McCormick v. Brevig, 96 P.3d 697 (Mont. 2004) (dissolution and accounting of family ranching partnership) Text

Baltrusch v. Baltrusch, 83 P.3d 256 (Mont. 2003) (dissolution and liquidation of a family farming partnership) Text

NEBRASKA

Jones v. McDonald Farms, Inc., 24 Neb. App. 649, 896 N.W.2d 199 (2017) (no oppressive act by farming corporation) Text

Elting v. Elting, 288 Neb. 404, 849 N.W.2d 444 (2014) (partner of a farming partnership did not authority to enter into grain contracts) Text

Heritage Bank v. Kasson, 22 Neb. App. 401, 853 N.W.2d 868 (2014) (sharing equipment and labor does not establish a partnership between ranchers) Text

Wiles v. Wiles Bros., Inc. (In re Wiles Bros., Inc.), 285 Neb. 920, 830 N.W.2d 474 (2013) (None beneficial owners of corporate share cannot seek involuntary judicial dissolution of family farming company) Text

Mogensen v. Mogensen, 729 N.W.2d 44 (Neb. 2007) (dissolution of a family-owned farming partnership) Text

Olson v. Olson, 693 N.W.2d 572 (Neb. Ct. App. 2005) (transferring premarital assets into a family farming corporation does not change the nature of the property) Text

NEVADA

Clarke v. Service Employees International Union, 495 P.3d 462, 468 (Nev., 2021) (outlining three-part test to establish alter-ego liability) Text

Consipio Holding, BV v. Carlberg, 282 P.3d 751, 755, (Nev., 2012) (for purposes of personal jurisdiction, a corporation is a citizen of the state in which it was created) Text

NEW HAMPSHIRE

Mbahaba v. Morgan, 44 A.3d 472, 479, (N.H., 2012) (outlining when the court will pierce the corporate veil) Text

Franklin v. Callum, 804 A.2d 444, 447, (N.H.,2002) (analyzing when an unincorporated association might be capable of being represented separately from its members) Text

NEW JERSEY

New Jersey Dep’t of Env’t Prot. v. Occidental Chem. Corp., No. A-2036-17, 2021 WL 6109820 (N.J. Super. Ct. App. Div. Dec. 27, 2021) (genuine issues of material fact regarding the fraud element to warrant summary judgment against the owner for alter ego liability) Text

C.N. v. S.R., 230 A.3d 1003, 1008, (N.J. Super. Ch., 2020) (fact pattern wherein the court finds a joint venture in a non-business setting) Text

Mitchell v. Oksienik, 880 A.2d 1194, 1200 (N.J. Super. A.D.,2005) (even absent any written agreement, the existence of a joint enterprise can be found via conduct of the parties) Text

NEW MEXICO

Wirth v. Sun Healthcare Group, Inc., 389 P.3d 295, 304 (N.M. App., 2016) (breakdown of when a joint venture is formed) Text

Morrissey v. Krystopowicz, 365 P.3d 20, 23 (N.M. App., 2015) (corporations are generally treated as a separate entity from its shareholders and individual shareholders generally cannot be held personally liable for a corporation’s debt) Text

NEW YORK

Wiener v Weissman, No. 654831/16, 7111, 84 N.Y.S.3d 118, 119 (N.Y. App. Div. 2018) (when a partnership agreement contains provisions which govern the dissolution of the partnership, an attempt by a partner or partners to dissolve the partnership is a legal nullity and does not dissolve the partnership if the attempt does not follow the agreed upon provisions) Text

Eklund v. Pinkey, 31 A.D.3d 908, (N.Y. App. Div. 2006) (dispute over intertwined family farming corporation) Text

NORTH CAROLINA

Global Textile Alliance, Inc. v. TDI Worldwide, LLC, 847 S.E.2d 30, 34, (N.C., 2020) (even when a corporation is owned by a single individual, the corporation is distinct and separate from its owner) Text

Best Cartage, Inc. v. Stonewall Packaging, LLC, 727 S.E.2d 291, 300, (N.C.App., 2012) (analysis of when a joint venture exists, when a de facto partnership is found, and when it is appropriate to pierce the corporate veil) Text

NORTH DAKOTA

Smithberg v. Smithberg, 2019 ND 195, 931 N.W.2d 211 (minority shareholder challenging shareholder claims) Text

Estate of Moore v. Moore, 918 N.W.2d 69 (N.D., 2018) (farm partnership continued with the surviving partner) Text

N.D. Farm Bureau, Inc. v. Stenehjem, 333 F. Supp. 3d 900 (D.N.D. 2018) (family farm exception against out-of-state corporations unconstitutional) Text

Nelson v. Mattson, 910 N.W.2d 171 (N.D., 2018) (property owned by partners as joint tenants was not transferred to partnership) Text

N.D. Farm Bureau, Inc. v. Stenehjem, 333 F. Supp. 3d 900 (D.N.D. 2018) (removing “domestic corporation” and “domestic limited liability company” from North Dakota’s family farm exemption statute) Text

Knudson v. Kyllo, 831 N.W.2d 763 (N.D., 2013) (acquisition of property was one of the partnership’s purposes and the income from the lease went to the partnership) Text

Come Big or Stay Home, LLC v. EOG Resources, Inc., 816 N.W.2d 80, 86, (N.D., 2012) (four elements necessary to find a joint venture exists) Text

Stenehjem ex rel. State v. Crosslands, Inc., 782 N.W.2d 632 (N.D., 2010) (court upheld N.D. anti-corporate farming law against constitutional challenge) Text

Tibert v. Slominski, 692 N.W.2d 133 (N.D. 2005) (corporate-structured elevator’s status as a farming operation) Text

OHIO

Schlaegel v. Howell, 42 N.E.3d 771, 776, (Ohio App. 2 Dist., 2015) (elements to find a joint venture exists) Text

Swank v. Swank, No. 10-CA-2, 2010 WL 2643371 (Ohio Ct. App. June 30, 2010) (existence of a partnership) Text

Dombroski v. WellPoint, Inc., 895 N.E.2d 538, 544 (Ohio, 2008) (piercing the corporate veil requires fraud or an illegal act, not merely an unjust or inequitable act) (supreme ct. Ohio) Text

Flynn v. Westfield Ins. Co., 858 N.E.2d 858, 862, (Ohio App. 1 Dist.,2006) (because a partnership is not a separate legal entity, when a partnership is listed as the named insured in an insurance policy the individual partners are also insured) Text

Bischoff v. Bischoff, 2005 WL 2931842 (Ohio Ct. App. 2005) (division of assets from a family farming partnership) Text

OKLAHOMA

Le v. Total Quality Logistics, LLC, 431 P.3d 366, 378 (Okla. Civ. App. Div. 2, 2018) (three elements necessary to establish the existence of a joint venture) Text

Watkins v. Hamm, 419 P.3d 353, 356 (Okla. Civ. App. Div. 2, 2017) (Oklahoma’s corporate law is derived from the corporate law of Delaware) Text

KLR Angus, LLC v. 4S Farms, LLC, No. 12-CV-0309-CVE-PJC, 2012 U.S. Dist. LEXIS 118486 (N.D. Okla. Aug. 22, 2012) (contracts enough to establish substantial connection with the state for personal jurisdiction) Text

OREGON

Johnson and Henderson Partnership v. Henderson, 516 P.3d 726, 732 (Or. App., 2022) (while no single factor proves the existence of a partnership, sharing of profits is one of the strongest indicators of a partnership) Text

Wirth v. Sierra Cascade, LLC, 230 P.3d 29, 40, (Or. App., 2010) (because the statutory list of factors indicating existence of a partnership is nonexclusive, additional factors may be used to determine whether a partnership exists) Text

PENNSYLVANIA

Mark Hershey Farms, Inc. v. Robinson, 171 A.3d 810 (Pa. Super., 2017) (estate executor not liable for dairy farm corporation debts) Text

In re Estate of Caruso, 176 A.3d 346, 349 (Pa. Super., 2017) (under the Pennsylvania’s Uniform Partnership Act, a partnership is not a legal entity separate from its partners, but rather relation or status between two or more persons) Text

RHODE ISLAND

Adams v. Christie’s Inc., 880 A.2d 774, 783 (R.I.,2005) (bylaws of a corporation are presumed valid, and the courts will construe the bylaws in a manner consistent with the law rather than strike down the bylaws) Text

National Hotel Associates ex rel. M.E. Venture Management, Inc. v. O. Ahlborg & Sons, Inc., 827 A.2d 646, 652 (R.I., 2003) (courts examine a totality of the circumstances when evaluating the degree of separateness between two corporations) Text

SOUTH CAROLINA

Oskin v. Johnson, 735 S.E.2d 459, 465 (S.C., 2012) (an alter-ego theory requires a showing of (1) total domination and control of one entity by another and (2) inequitable consequences caused thereby) Text

Pope v. Heritage Communities, Inc., 717 S.E.2d 765, 773 (S.C. App., 2011) (fact scenario that amounts to an amalgamation of interests between corporations) Text

SOUTH DAKOTA

Berbos v. Berbos, 921 N.W.2d 475 (S.D. 2018) (landowners of farm property were not entitled to intervene in partnership dissolution) Text

Gibson v. Gibson Family Ltd. P’ship, 877 N.W.2d 597 (S.D. 2016) (not entitled to dissociation in family partnership) Text

McGregor v. Crumley, 2009 S.D. 95, 775 N.W.2d 91 (S.D. 2009) (insufficient evidence to establish that wife was a partner with her husband in dairy business) Text

TENNESSEE

Athlon Sports Communications, Inc. v. Duggan, 549 S.W.3d 107, 117 (Tenn., 2018) (because corporations are created by state law, issues related to corporations are typically controlled by state law) Text

Bowman v. Benouttas, 519 S.W.3d 586, 600 (Tenn. Ct. App., 2016) (fact scenario where the court did not find the existence of an implied partnership) Text

Cherry v. Cherry, 2007 WL 3072747 (Tenn. Ct. App. 2007) (ownership of a family farming partnership)

In re Estate of Threefoot, 2006 WL 3114147 (Tenn. Ct. App. 2006) (oral contract to create a limited family partnership) Text

TEXAS

Schneider Electric USA, Inc. v. Ramirez, 657 S.W.3d 157, 164 (Tex. App.-El Paso, 2022) (elements of a joint enterprise) (footnote 3) Text; citing: Blount v. Bordens, Inc., 910 S.W.2d 931, 933 (Tex.,1995) Text

Brent v. Field, 275 S.W.3d 611 (Tex. App. 2008) (sale of partnership interests within a family partnership) Text

UTAH

Lane v. Provo Rehabilitation and Nursing, 414 P.3d 991, 997 (Utah App., 2018) (because corporations are artificial legal entities, they can only have knowledge which is imputed to them under principles of agency law) Text

Utah v. Johnson, 224 P.3d 720 (Utah Ct. App. 2009) (securities fraud involving dairy) Text

Shiba v. Shiba, 186 P.3d 329 (Utah 2008) (dissolution of a family farming limited partnership) Text

VERMONT

In re Estate of Maggio, 71 A.3d 1130, 1138 (Vt., 2012) (unless the contrary intention appears, property purchased with partnership funds is partnership property) Text

Agway, Inc. v. Brooks, 790 A.2d 438, 441 (Vt.,2001) (the court will pierce the corporate veil and look to shareholders for liability when the corporate form has been used to perpetrate a fraud) Text

VIRGINIA

Transparent GMU v. George Mason University, 835 S.E.2d 544, 555 (Va., 2019) (piercing the corporate veil is an extraordinary act to be taken only when necessary to promote justice) Text

Ott v. Monroe, 719 S.E.2d 309, 311 (Va., 2011) (a partner’s interest in a partnership is comprised of two distinct and divisible components, the control interest, and the financial interest) Text

C.F. Tr., Inc. v. First Flight L.P., 266 Va. 3, 580 S.E.2d 806 (Va, 2003) (no basis to distinguish between a traditional veil piercing action and an outsider reverse piercing action) Text

WASHINGTON

R.N. v. Kiwanis International, 496 P.3d 748, 755 (Wash. App. Div. 2, 2021) (a corporation is a distinct legal entity, existing artificially in law, and maintaining its own separate legal obligations and interests separate from its officers, directors, employees, and other agents through whom it acts) Text

RSD AAP, LLC v. Alyeska Ocean, Inc., 358 P.3d 483, 490 (Wash. App. Div. 1, 2015) (Washington’s Revised Uniform Partnership Act (RUPA), governs partnership to the extent not defined in the partnership agreement) Text

WEST VIRGINIA

Dailey v. Ayers Land Development, LLC, 825 S.E.2d 351, 358 (W.Va., 2019) (explaining what constitutes a joint venture) Text

Frye v. Frye, 619 S.E.2d 187 (W. Va. 2005) (dissolution of a family farming corporation) Text

WISCONSIN

Fontana Builders, Inc. v. Assurance Co. of America, 882 N.W.2d 398, 414 (Wis., 2016) (piercing the corporate veil is only appropriate when applying the corporate fiction would accomplish some fraudulent purpose, operate as a constructive fraud, or defeat some strong equitable claim) Text

Kangas v. Perry, 620 N.W.2d 429, 433 (Wis.App.,2000) (outlining the four elements necessary to establish the existence of a joint venture) Text

WYOMING

Redland v. Redland (In re Redland Family Tr.) 17, 435 P.3d 349 (Wyo. 2019) (consolidation of ranch holdings is a legitimate purpose for continuing the trust) Text

GreenHunter Energy, Inc. v. W. Ecosystems Tech., Inc., 337 P.3d 454 (Wyo. 2014) (piercing the corporate veil of a wind energy LLC with one sole member) Text

Warnick v. Warnick, 76 P.3d 316 (Wyo. 2003), rev’g in part, 76 P.3d 316 (Wyo. 2003) (partnership dissolution) Text