Bellerue v. Business Files Institute, Inc

In Bellerue v. Business Files Institute, Inc. (1963) 215 Cal. App. 2d 383, the plaintiff had been an active member of the board of directors, as well as an investor and creditor of the defendant corporation. When the business failed, plaintiff sought to hold the other directors liable for the debts under an alter ego theory. In reversing a judgment in his favor as to this issue, the reviewing court noted: "While conceivably a stranger to a corporation might unsuccessfully prosecute an action against the corporation and its officers and directors seeking to rescind a loan agreement made with it on the theory that the Corporate Securities Law had been violated, or that he had been personally defrauded, and, after such unsuccessful action, then bring suit upon the notes themselves and seek to pierce the corporate veil, surely one who has been found to have been a director of the corporation and who actively engaged in its activities with full knowledge of its financial condition, should not be permitted to proceed in this fashion." ( Bellerue v. Business Files Institute, Inc., supra, 215 Cal. App. 2d at p. 393.) The case does not stand for the proposition that a member of a board of directors cannot be defrauded by other members of the board.