COLONIAL RECORDS STORAGE, LLC, VS. NANCY S. SIMPSON, ESQ., ETC. (DC-007491-20, BERGEN COUNTY AND STATEWIDE), A-1994-20

Colonial Records Storage sued Nancy S. Simpson, d/b/a Stein Simpson & Rosen, P.A., for unpaid record-storage fees dating back to services that began in 1993.
Colonial’s invoices and billing identified the law firm as the debtor; Colonial produced no written storage agreement signed by Simpson personally.
Simpson testified she was a shareholder and practiced with the firm until retirement but denied personal responsibility for the firm’s storage debts; Colonial’s witness testified the stored files belonged to Simpson and that Colonial dealt directly with her and her secretary.
The Special Civil Part judge credited Colonial’s witness, found an oral agreement between Colonial and the firm, and ruled Simpson personally liable under N.J.S.A. 14A:17-8 for the unpaid fees.
On appeal, the Appellate Division reversed, holding 14A:17-8 does not make shareholders personally liable for corporate debts that do not arise from rendering professional services and noting Colonial failed to pierce the corporate veil or show Simpson personally contracted for the services.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Simpson is personally liable under N.J.S.A. 14A:17-8 for unpaid storage fees billed to the professional corporation	Simpson should be personally liable because she was a shareholder and the firm’s services were tied to her files and operations	14A:17-8 only imposes personal liability for negligent or wrongful acts while rendering professional services; storage fees are not professional-service malpractice	Reversed: 14A:17-8 does not impose personal liability for corporate debts that do not arise from rendering professional services
Whether the corporate veil should be pierced to hold Simpson liable for the firm’s debts	Colonial argued Simpson’s close involvement with the files and billing supports holding her personally liable	Simpson argued Colonial billed the firm, not her, and Colonial produced no evidence of alter ego, fraud, or abuse of the corporate form	Reversed: No evidence to pierce the corporate veil or to demonstrate Simpson personally contracted for the storage services

Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J. 150 (bench-trial factual review standard)
In re Tr. Created By Agreement Dated December 20, 1961, ex rel. Johnson, 194 N.J. 276 (bench-trial factual-review authority)
Allstate Ins. Co. v. Northfield Med. Ctr., P.C., 228 N.J. 596 (questions of law reviewed de novo)
Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366 (de novo review for legal questions)
Lederman v. Prudential Life Ins. Co. of Am., Inc., 385 N.J. Super. 324 (shareholder liability under N.J.S.A. 14A:17-8 limited to negligent/wrongful acts)
Richard A. Pulaski Constr. Co. v. Air Frame Hangars, Inc., 195 N.J. 457 (purpose of incorporation: shareholder insulation)
N.J. Dep't of Env't Prot. v. Ventron Corp., 94 N.J. 473 (corporate insulation principle)
Marascio v. Campanella, 298 N.J. Super. 491 (insufficient basis to pierce corporate veil)
Arrow Mfg. Co. v. Levinson, 231 N.J. Super. 527 (piercing veil requires sufficient evidence)
Karo Mktg. Corp. v. Playdrome Am., 331 N.J. Super. 430 (courts will disregard corporate form to prevent fraud)