Summary Judgment — Corporate Veil. On October 31, 1985, Charles Earnest purchased a home from Executive Builders, Inc. The home was located near Lake Sinclair. Its sourcе of water was a deep well. Earnest apparently dealt with his sister-in-law, Kathy Earnest, in the negotiations for the sale of the house. Kathy Earnest was an agent for Merck Realty. The home was built and owned by Executive Builders, and John Merck was the corporation’s president. Executive *272 Builders used Merck Realty as the selling agent. John Merck was the president of Merck Realty. John Merck also was the broker sponsoring Merck Realty. During the negotiations for the sale of the house and land, Charles Earnest asked his sister-in-law about the water supply and Kathy referred Charles Earnest to John Merck. Merck informed Earnest that the well should supply approximately four gallons of water per minute which should be sufficient to supply domestic needs. Charles Earnest decided to purchase the house. The real estate sales contract was signed by Earnest as purchaser and reflected the selling agency as Merck Realty. The agent was shown as Kathy Earnest and the seller was shown as Executive Builders, Inc. with John Merck signing as president. The warranty deed from Executive Builders was signed by John Merck, as president. Also the record contains a сopy of the contract between the well digger and Merck. That contract shows the well digger as the one party and the other as John Merck on behalf оf Merck Realty. The well contract shows that the services were rendered on behalf of Merck Realty Company.
After Earnest accepted delivery of the house, in just a few days, it became apparent the well would not deliver even 2 or 3 gallons a minute and as a result the water supply for the house was wholly inadequate. Extended negotiations for an adequate water supply did not result in an acceptable compromise. Merck sued the well digger for breaсh of contract and recovered almost $5,000 in damages. However, none of that money has been credited to Earnest. It is uncontested that the funds for payment of the well came from Executive Builders and the recovery from the well digger was deposited to the account of Executive Builders.
Because of the inability of Merck and Earnest to reach an acceptable agreement as to the source of an adequate water supply, Earnest brought this comрlaint against Executive Builders, Inc., Merck Realty, and John Merck individually, seeking to rescind the contract and recover damages. Each of the defendants movеd for summary judgment. The trial court denied summary judgment to the two corporate defendants but granted summary judgment to John Merck in his individual capacity. Earnest brings this appeal asserting as his lone enumeration of error the grant of summary judgment to John Merck individually. Held:
Earnest contends there are material issues of fact as to whether John Merck acted in his individual capacity so as to make the grant of summery judgment to Merck as an individual an erroneous ruling. Earnest contends that when he talked with Merck аbout the well and water capacity prior to the sale of the house he was not aware of whether he was accepting assurances from Merсk in his individual capacity or as an officer of Executive Builders or Merck Realty. Earnest *273 also points out in his brief that Merck sued the well digger in his own name and not that оf Executive Builders or Merck Realty. The recovery was in Merck’s name. Lastly, Earnest points out that Merck was the only person involved in each of the corporate actions in the sale of the house and the promises and actions involved in the furnishing of the well water.
In contradiction thereto, the trial court was mаde aware that Executive Builders is a corporation composed of four stockholders, not a sole proprietorship. Merck Realty is a cоrporation composed of two stockholders. It was made clear that Executive Builders built, owned and sold the house in question. The offer to purchase thе home was made by Earnest through his sister-in-law to Merck Realtors, not Merck individually. The offer to purchase was accepted by Executive Builders. The warranty deеd was executed by Executive Builders through Merck as president. The closing statement clearly reflects that Executive Builders was the seller. Thus all documents executed by both parties indicated to Earnest that he was dealing with corporate entities.
All corporate bodies perforce must operate through individuals. The mere operation of corporate business does not render one personally liable for corporate acts.
Trans-State v. Barber,
In relation to the argument that Merck sued in his own name for *274 the recovery of damages for a defectivе well, there are undisputed facts that again reflect Merck was not acting in his own behalf. It is undisputed that the cost of digging the well and all future efforts to correct thе deficient supply of water was made by Executive Builders. The money recovered from the well digger was deposited to the account of Executive Builders. Thе statement of charges for the well digging was addressed to John Merck, c/o Merck Realty, and the services were shown to have been rendered on behalf оf Merck Realty. Lastly there is no showing that the lawsuit between Merck and the well digger was in trust for Earnest or on Earnest’s behalf. In short, whether Merck sued in an individual or represеntative capacity casts no further light on the issue raised by Earnest in this appeal for he was not a party to that action and thus had no privity thereto.
We conclude that the suit against Executive Builders and Merck Realty cannot proceed properly against their corporate officers in their individual capacities in the absence of compelling and persuasive reason showing the propriety of piercing the corporate veil.
Farmers Warehouse of Pelham v. Collins,
Judgment affirmed.