What Is the Three-Part Test for Piercing the Corporate World ?
In Belvedere Condominium Unit Owners' Assn. v. R.E. Roark Cos., Inc., 67 Ohio St. 3d 274, 287, 1993 Ohio 119, 617 N.E.2d 1075, the Ohio Supreme Court adopted a three-part test for piercing the corporate veil.
"In order to disregard the corporate form and hold individual shareholders liable, a plaintiff must show:
(1) control over the corporation by those to be held liable was so complete that the corporation had no separate mind, will, or existence of its own;
(2) control over the corporation by those to be held liable was exercised in such a manner as to commit fraud or an illegal act against the person seeking to disregard the corporate entity;
(3) injury or unjust loss resulted to the plaintiff from such control and wrong." Saurber at P25; Belvedere at 289.
A determination of whether the Belvedere test has been satisfied to permit piercing of the corporate veil is primarily a question for the trier of fact. Saurber at P26.
A reviewing court examines the record to determine whether there is competent, credible evidence to support the decision of the trial court. Id.
In Saurber, this court recognized the following factors as relevant to a determination of whether a party exercised dominance and control in the way described in the first prong of Belvedere: "
(1) grossly inadequate capitalization;
(2) failure to observe corporate formalities;
(3) insolvency of the debtor corporation at the time the debt is incurred;
(4) shareholders holding themselves out as personally liable for certain corporate obligations;
(5) absence of corporate records;
(6) the fact that the corporation was a mere facade for the operations of the dominant shareholder(s)." Id. at P27.