Christopher v. Sinyard
313 Ga. App. 866
Ga. Ct. App.2012Background
- Sinyards obtained a default judgment against Spellbrook Builders, Inc. and sued Spellbrook officers Christopher and Spell to pierce the corporate veil and impose personal liability.
- Trial court held Christopher and Spell personally liable, finding abuse of the corporate form, undercapitalization, and fraud at closing.
- Spellbrook was incorporated in 2004 and dissolved/revoked in 2008; officers never signed bylaws, no stock certificates, no meeting minutes, and no ongoing corporate registrations.
- Lots were titled in Christopher’s name then transferred to Spellbrook; funds from closing and construction were paid to Christopher’s other businesses; Christopher made undocumented loans to Spellbrook.
- The court found misrepresentation at closing (seller’s affidavit claiming debts paid) and commingling of corporate and personal assets, supporting piercing of the corporate veil and awarding fees under OCGA 13-6-11.
- The judgment included attorney fees against Christopher and Spell for bad faith and unnecessary trouble and expense, with issues of fact for a jury (or finder of fact) to decide.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Piercing the corporate veil standard | Sinyards contend abuse of the corporate form justifies piercing. | Christopher/Spell argue corporate separateness should be respected. | Evidence supported piercing; court authorized disregard of the corporate form. |
| Attorney fees under OCGA 13-6-11 | Fees justified by bad faith, stubborn litigiousness, and unnecessary trouble. | Fees not warranted; Christopher not involved in acts. | There was evidence of bad faith and unnecessary trouble; fees upheld. |
Key Cases Cited
- Soerries v. Dancause, 248 Ga.App. 374 (Ga. App. 2001) (veil-piercing standards; unity of interest evidence)
- Ishak v. Lanier Contractors Supply, 254 Ga.App. 237 (Ga. App. 2002) (corporate veil evidence and officer conduct)
- J-Mart Jewelry Outlets v. Standard Design, 218 Ga.App. 459 (Ga. App. 1995) (evidence supporting judicial findings of fact on corporate relations)
- Nat Katz & Assocs. v. Barber, 255 Ga.App. 207 (Ga. App. 2002) (commingling of assets as basis to disregard corporate form)
- Baillie Lumber Co. v. Thompson, 279 Ga. 288 (Ga. 2005) (corporate form disregard due to abuse by officers)