Two Corporations Treated As One

It is the general rule that a corporation is an entity separate and apart from the persons composing it, but the rule has its limitations. Both law and equity disregard the distinct existence and treat them as identical when necessary to circumvent fraud, protect the rights of third persons, and accomplish justice. It must appear that one corporation is merely a dummy or sham. In such cases, the distinct corporate entity will be disregarded and the two corporations will be treated as one. Wallace v. Tulsa Yellow Cab Taxi & Baggage Co., 1936 OK 665, 61 P.2d 645. Oklahoma permits the court to disregard the corporate entity if used, (1) to defeat public convenience, (2) justify wrong, (3) to perpetrate fraud whether actual or implied, or (4) to defend crime . . . . If the legal entity is used to accomplish these purposes, the law may treat the corporation as an association of persons. The goal in piercing the corporate veil is to impute liability for the acts of the corporation to the responsible persons. In re Estate of Rahill, 1991 OK CIV APP 83, P8, 827 P.2d 896, 897. In addition, the corporate shield may be disregarded when it is essential in the interest of justice to do so, or where the corporate shield is used to defeat an overriding public policy. Thomas v. Vertigo, Inc., 1995 OK CIV APP 45, P6, 900 P.2d 458, 460; accord Sproles v. Gulfcor, Inc., 1999 OK CIV APP 81, 987 P.2d 454.