Greenleaf Auto Repair v. Ideal Auto WorksGreenleaf Auto Repair v. Ideal Auto Works
Zachary J. Dablow argued the cause and filed the briefs for appellant.
William Tyler Griffith argued the cause for respondent. Also on the brief was Griffith Law, P.C.
Before Tookey, Presiding Judge, and Egan, Judge, and Kamins, Judge.
PER CURIAM
Affirmed.
PER
Plaintiff Greenleaf Auto Repair, LLC, appeals a general judgment of dismissal pursuant to
In reviewing the motion to dismiss, we recite the material facts as alleged in the complaint, drawing any reasonable inferences in the light most favorable to plaintiff, and review the trial court‘s decision for legal error. Chang v. Chun, 305 Or App 144, 147, 470 P3d 410 (2020). Plaintiff entered into a consignment agreement with defendant Ideal Auto Works, LLC (Ideal), whereby Ideal would sell some of plaintiff‘s vehicles, then the parties would split the profits evenly. Ideal sold the vehicles but failed to turn over plaintiff‘s share of the proceeds. Plaintiff sued Ideal and Ideal‘s sole member, Julie Crosse.1
The complaint contained three claims for relief: breach of contract, conversion, and piercing the corporate veil. Crosse and Ideal jointly filed a motion to dismiss for failure to state a claim pursuant to
We reject plaintiff‘s first assignment of error without discussion. In its second assignment of error, plaintiff contends that the trial court erred in dismissing the conversion claims against Ideal and Crosse. As plaintiff appeared to acknowledge below, a breach of contract claim does not by itself support a theory of conversion. Plaintiff‘s current argument on appeal—that consignment proceeds are “specific money” and thus can be converted—is unpreserved and unavailing. See Wood Ind‘l Corp. v. Rose, 271 Or 103, 108, 530 P2d 1245 (1975) (proceeds from a distribution agreement are not “specific money“).
Plaintiff next assigns error to the trial court‘s dismissal of the veil-piercing claim. In order to succeed on a piercing the corporate veil theory of liability, the plaintiff must show that (1) the individual had actual control of the corporation; (2) the individual used their control of the corporation to engage in improper conduct; and (3) the plaintiff was harmed as a result of that improper conduct. State ex rel Neidig v. Superior National Ins. Co., 343 Or 434, 454-55, 173 P3d 123 (2007). The complaint contains no allegations that support the third prong, causation. It alleges that defendants “co-mingled” the proceeds from the sale of the vehicles with their personal funds and that plaintiff “has been unable to collect” its share of the profits, but contains no ultimate facts drawing a causal connection between those two allegations. See also id. at 445 (“[P]iercing the corporate veil is an extraordinary remedy which exists as a last resort, where there is no other adequate and available remedy to repair plaintiff‘s injury.” (Citation and internal quotation marks omitted.)). Accordingly, the trial court did not err.
Finally, plaintiff assigns error to the trial court‘s grant of attorney fees and a prevailing party fee on the conversion claim and the breach of contract claim against Crosse. As relevant here,
We conclude that the trial court did not abuse its discretion and properly determined that plaintiff‘s claims were objectively unreasonable. The conversion claims were entirely devoid of legal support and the breach of contract claim against Crosse was entirely devoid of factual support. See id. at 607 (“Generally, a party lacks an objectively reasonable basis for a position only if that position is entirely devoid of legal or factual support at the time it was made.” (Citations and internal quotation marks omitted.)).
Affirmed.