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Homework answers / question archive / Western Carolina UniversityLAW 230 Guns R Us, Inc

Western Carolina UniversityLAW 230 Guns R Us, Inc

Law

Western Carolina UniversityLAW 230

Guns R Us, Inc. has been selling machine guns, against state and federal law, to individuals with criminal records. A 25 year-old with criminal background, who purchased one of their guns, shot three innocent individuals at a gym. The family of the victims plan to sue the company and its only shareholder brothers, Dan and Mike, for damages. The defendants claim that they can't be parties to the lawsuit because Guns 'R' Us is a corporation and as shareholders, they cannot be personally liable for the obligations of the company. In court, the evidence showed that the defendants, while keeping a separate bank account for the corporation, had commingled its funds with their personal finances. They had used the accounts for the corporation and their other businesses interchangeably, with no regard for which company should be providing money for which expenses. Similarly, the books for the businesses were inadequately tracked, distinguished, and recorded.

 How would you decide the case if you were the judge? Explain

 

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Answer:

the case in favor of the families of the victims

Step-by-step explanation

A corporation is designed to shield its shareholders from personal liability. When a business is incorporated, it maintains a separate and distinct identity from its owners or other related entities. For example, if a corporation is unable to service its debts, creditors can only go after its assets. However, a corporate structure in itself is not just enough to avoid personal liability. Under certain circumstances, action can be taken against a corporation ultimately leading to personal liability of its owners or shareholders wherein the structure of the corporate is disregarded. This legal principle is referred to as piercing of the corporate veil. 

 

Piercing of the corporate veil is a legal doctrine in which courts put aside the limited structure of the corporate and hold the company's owners, directors or shareholders personally liable for the actions or debts of the company.  The courts will commonly pursue this action when a corporation engages in fairly egregious actions. For example, the owners or shareholders will be on the hook if the corporation does not follow the right procedure or formalities such as shareholders mixing personal and business funds, or if the corporation was just a shell designed to shield liability. That is, the corporation fails to maintain separate identities of the company and its owners or shareholders. Courts may also pierce the corporate veil if a corporation engages in fraud, injustice, or wrongdoing to third parties. Another situation in which the owners or shareholders will be held personally liable is the failure to maintain separate identities of the companies. In addition, failure to follow corporate formalities is another red flag that can lead the courts to pierce the corporate veil. 

 

If I were the judge, I would hold Dan and Mike, the shareholder brothers of Guns 'R' Us, Inc. liable for damages for the following reasons. First, their corporation is engaging in sale of machine guns against state and federal law, to individuals with criminal records. Secondly, while they maintained a separate bank account for the corporation, they had commingled its funds with their personal finances.  In addition, they had failed to maintain separate identities of the company and its shareholders in which they had used the accounts for the corporation and their other businesses interchangeably. 

 

References

Jimerson, & P.A., C. (2016, March). The Five Most Common Ways to Pierce the Corporate Veil and Impose Personal Liability for Corporate Debts. Retrieved from https://www.lexology.com/library/detail.aspx?g=4ff8ebf0-4bca-426e-8273-758140f6d0eb