Plaintiffs appeal as of right from *521 orders granting summary judgments to defendant. These cases, which are two of three causes filed against defendant as the parent corporation of White Pine Copper Company, were consolidated by this Court for hearing and decision. The third case is Savela v Westinghouse Electric Corp, (Docket No. 61057 decided November 30, 1982 [unreported]).
Plaintiffs Roger Maki and Carl Soderstrom were injured during the course of their employment with White Pine Copper Company (White Pine). Plaintiff Maki fell from a ladder January 21, 1977, breaking both legs. Carl Soderstrom also fell from a ladder in an unrelated incident August 18, 1977, and has suffered dizziness, double vision, nausea, headaches and a hernia as a result of the fall. Plaintiffs Roger Maki and Carl Soderstrom received workers’ compensation benefits from defendant Copper Range Company (Copper Range), in its capacity of insurer for White Pine.
Each plaintiff sued Copper Range as the parent corporation of White Pine, in tort for personal injuries. Plaintiffs alleged that Copper Range, by failing to implement safety programs and by failing to insist upon reasonable safety precautions for its employees, was guilty of negligence. After the taking of depositions, Copper Range moved for summary judgment in both actions pursuant to GCR 1963, 117.2(1) and (3), arguing (1) Copper Range was not liable for torts of its wholly owned subsidiary, and (2) if it was liable for its subsidiary’s tort, plaintiffs’ actions were barred by the exclusive remedy provisions of the workers’ compensation act, MCL 418.131; MSA 17.237(131), MCL 418.827(1); MSA 17.237(827)(1).
Upon stipulation of the parties involved, Copper Range’s motions for summary judgment against
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plaintiffs Maki and the Soderstroms, and against Savela in No. 61057, were resolved in a single hearing. The parties further stipulated that the depositions taken in all three cases could be reviewed by the trial court in ruling on the motions. On October 5, 1981, the court issued its opinion and on October 17, 1981, orders were entered granting summary judgments to Copper Range, apparently based on the absence of a genuine issue of material fact, GCR 1963, 117.2(3). The court found that the pleadings and depositions failed to indicate any type of control "as would fit within the definition of retained control in the
Signs v Detroit Edison
case [
A motion for summary judgment grounded on the absence of a genuine issue as to any material fact is designed to test whether there is factual support for a claim.
Crowther v Ross Chemical & Mfg Co,
Throughout the proceedings, plaintiffs have predicated liability on the "retained control” doctrine as developed in
Funk v General Motors Corp,
We believe that the trial court correctly found that the retained control doctrine is inapplicable to the facts of the present case. Retained control is a term used by Michigan courts to describe conduct which may subject a landowner or general contractor to liability for injuries to employees of an independent contractor or subcontractor on a construction project.
"Ordinarily a landowner is not responsible for injuries caused by a carefully selected contractor to whom he has delegated the task of erecting a structure. Most every rule has its exceptions. This rule is distinguished by the variety of its exceptions.
"An owner is responsible if he does not truly delegate —if he retains 'control’ of the work — or if, by rule of *524 law or statute, the duty to guard against the risk is made 'nondelegable’.” Funk v General Motors, p 101. (Footnote omitted.)
See, also,
Erickson v Pure Oil Corp,
Plaintiffs cite no cases applying this doctrine to a parent corporation’s control over the activities of its subsidiary, and we decline to do so. To hold a parent corporation responsible for injuries to employees of the subsidiary merely because of the control inherent in the parent-subsidiary relationship would destroy the long established protection afforded shareholders by incorporation. The parent-subsidiary relationship, by definition, includes the same elements which plaintiffs argue show "retained control” by the parent. In such relationship, the parent, as owner of all or most of the subsidiary’s stock, is able to exert control over the subsidiary. To protect its investment and control of the subsidiary, the parent and subsidiary frequently share directors or officers and the parent may monitor the subsidiary’s fiscal activities and dealings. See generally,
Gledhill v Fisher & Co,
For these reasons, courts have recognized that majority stock ownership and common directors and officers, alone, will not provide a sufficient basis for disregarding the fiction of these corporations’ separate existence. A subsidiary corporation must become "a mere instrumentality” of the parent before its corporate entity will be disregarded. Steven, supra.
In order to establish a cause of action because a subsidiary is a mere instrumentality of its parent,
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the following must be proved: (1) control by the parent to such a degree that the subsidiary has become its mere instrumentality; (2) fraud or wrong by the parent through its subsidiary; and (3) unjust loss or injury to the claimant.
Gledhill, supra,
pp 357-358.
Soloman v Western Hills Development Co (After Remand),
We doubt from our review of the documentary evidence that the facts show sufficient control by Copper Range to disregard the corporate entity. Even assuming arguendo that sufficient evidence exists to establish a genuine issue of material fact on the control element, plaintiffs have not alleged, and the evidence fails to show, that this control was exercised in such a manner as to defraud or wrong them, resulting in unjust loss or injury.
We also note that plaintiffs’ reliance on
Oliver v St Clair Metal Products Co,
Finally, in essence, plaintiffs argue, on one hand, that such a closeness of identity exists between Copper Range and White Pine that Copper Range owes a duty to provide safe working conditions for White Pine employees, while, on the other hand, arguing that Copper Range and White Pine are separate entities, and as such, plaintiffs are not barred from recovering against Copper Range by the immunity provisions of the workers’ compensation act. We agree with the statement in
Pettaway v McConaghy,
Affirmed.