Lead Opinion
The facts in this matter appear undisputed and were succinctly stated by the Court of Appeals:
"The defendant, Firestone Tire & Rubber Company (hereinafter 'Firestone’), is an Ohio corporation with its principal headquarters in Akron, Ohio. Firestone has various retail stores around the country, some of which are run as divisions of Firestone while some are wholly owned or majority-owned subsidiary corporations. In Muskegon, Michigan, Firestone has two outlets; one is operated as a division of Firestone, and the second is Muskegon Firestone Auto Supply and Service Stores, located at 925 Terrace Street, Muskegon, Michigan, hereinafter termed 'Muskegon Firestone’. Muskegon Firestone was a wholly owned subsidiary corporation at the time plaintiff’s cause of action arose.
"Plaintiff James Wells worked at Muskegon Firestone and on October 21, 1971, while acting in the course of his employment changing a tube and tire on a truck rim manufactured by Firestone, the rim blew apart, injuring him seriously. Muskegon Firestone was originally a dealership but was set up as a Michigan corporation around 1930. Defendant Firestone purchased most of its assets at that time, allowing the manager to retain a minority stock interest. Defendant Firestone has owned 100% of the stock in Muskegon Firestone since around 1960. At the time of plaintiff’s accident, all of the subsidiary’s directors were employees of defendant. In early 1977, the corporation, Muskegon Firestone, was liquidated and is now run as a retail division of defendant.
"Firestone carried the worker’s compensation coverage for all of the local branches including Muskegon Firestone. Plaintiff filed for compensation citing Firestone as his employer and commenced receiving benefits from Firestone’s insurance carrier, Liberty Mutual Insurance Company, which continue to be paid at this time.
"Plaintiff, subsequent to receiving benefits from Fire*646 stone, commenced the instant third-party product liability suit against Firestone. Defendant Firestone moved for summary judgment on the basis that plaintiff was barred from bringing the action against Firestone by the exclusive remedy provision of the Michigan Worker’s Disability Compensation Act of 1969, MCL 418.131; MSA 17.237(131).
"The trial court found that plaintiff was not an employee of defendant Firestone but of the separate corporate entity Muskegon Firestone. Summary judgment was denied and leave to appeal to this Court was granted on June 18, 1979.”1 Wells v Firestone Tire & Rubber Co,97 Mich App 790 , 791-793;296 NW2d 174 (1980).
We must decide whether plaintiff’s products liability action is barred by the exclusive remedy provision
"Prior to Tata v Muskovitz,354 Mich 695 ;94 NW2d 71 (1959), the only test for determining whether a person was an employee or an independent contractor*647 centered on the question of control. The control theory is the traditional common-law test used to delineate the master-servant relationship. The theory, in its delineation of the servant concept, has for its purpose the definition and delimitation of the scope of the master’s liability under the doctrine of respondeat superior. Because most compensation acts contain no specific definition of the term 'employee’, it was generally taken for granted that the common-law definition of employee, or servant, used for purposes of vicarious tort liability was to be used for purposes of workmen’s compensation laws.
"In Tata v Muskovitz, supra, this Court adopted the dissenting opinion of Mr. Justice Talbot Smith in Powell v Employment Security Comm,345 Mich 455 ;75 NW2d 874 (1956), in which he set forth the economic reality test as the proper guide to relevant interpretation of the workmen’s compensation statute. See, also, Schulte v American Box Board Co,358 Mich 21 ;99 NW2d 367 (1959); Goodchild v Erickson,375 Mich 289 ;134 NW2d 191 (1965); Solakis v Roberts,395 Mich 13 ;233 NW2d 1 (1975); Askew v Macomber,398 Mich 212 ;247 NW2d 288 (1976).”
Following our departure from the common-law control test, this Court has consistently utilized the economic reality test when questions have arisen relative to the existence of an employment relationship. While this Court’s earlier applications of the economic reality test dealt with the distinction between an independent contractor and an employee or, as in Farrell v Dearborn Mfg Co,
The economic reality test was succinctly described in Farrell, p 276:
*648 "The issue of whether employment exists for purposes of the workers’ compensation law has been frequently addressed by our courts. The standard to be used is the economic reality test, a broad approach which, in the oft-quoted language of Justice Talbot Smith, looks to the totality of the circumstances surrounding the performed work.
" 'Control is a factor, as is payment of wages, hiring and firing, and the responsibility for the maintenance of discipline, but the test of economic reality views these elements as a whole, assigning primacy to no single one.’ Schulte v American Box Board Co,358 Mich 21 , 33;99 NW2d 367 (1959).
"See, also, Tata v Muskovitz,354 Mich 695 ;94 NW2d 71 (1959); Askew v Macomber,398 Mich 212 ;247 NW2d 288 (1976); McKissic v Bodine,42 Mich App 203 ;201 NW2d 333 (1972); Nichol v Billot,406 Mich 284 ;279 NW2d 761 (1979); Solakis v Roberts,395 Mich 13 ;233 NW2d 1 (1975); Allossery v Employers Temporary Service, Inc,88 Mich App 496 ;277 NW2d 340 (1979).
"The economic reality test looks to the employment situation in relation to the statutory scheme of workers’ compensation law with the goal of preserving and securing the rights and privileges of all parties. No one factor is controlling.”
In this case, the Court of Appeals utilized the economic reality test and reversed the trial court because
"[t]he evidence indicates that while Muskegon Firestone was a separate corporate entity at the time plaintiffs cause of action arose, its operation was the same as the other retail divisions. The local store branch managers belonged to a program whereby they participated in the store’s profits or losses; they ordered inventory from defendant on consignment and purchased some items outside the company for resale. The other retail store and Muskegon Firestone were both listed in the local telephone directory as divisions of Firestone. All dollar accounting was handled by the central accounting office of defendant. Local store man*649 agers did not issue company checks; they deposited all money in bank accounts in defendant’s name. The local store managers received monthly profit and loss statements regarding their individual stores.
"Defendant calculated the expenses of each store in order to determine its annual operating profit or loss. Expenses charged to the stores included a percentage for worker’s compensation insurance rates and other expenses attributable to payroll, rent, maintenance, etc.
"The evidence further indicated that the employees of Muskegon Firestone were under the supervision of defendant and subject to the rules and regulations thereof. The common practice, however, was for the local managers to do the hiring and firing. Certain of defendant’s employees had the ability to hire and fire the local managers and could, if they chose, hire and fire other local employees. The local store manager acted within the framework of defendant’s regulations. Employees of retail stores did not all belong to the same union as the employees of defendant. In fact, some retail personnel were unionized while others were not. In some cases, retail stores in an entire metropolitan area were organized in the same union regardless of whether they were separate corporations.
"Defendant’s district supervisor, who testified that at the time of plaintiffs injury the employees of Muskegon Firestone were under his supervision and control, denied that retail store employees received different treatment depending on whether the store was a division or a separate corporation. In fact, all the retail employees were entitled to participate on the same basis in defendant’s hospitalization and retirement benefit programs and other fringe benefits.
"Muskegon Firestone filed a separate corporate income tax return and issued its own W-2 forms to plaintiff and its other employees. However, all of these forms were processed at defendant’s central tax department. Employees of Muskegon Firestone received paychecks from defendant through its central accounting office. Records of employment relating to plaintiff and other retail store employees were kept and administered by the personnel department of defendant Firestone.
*650 "In balancing all of these factors for the purpose of applying the economic reality test, we find that defendant Firestone was plaintiff’s employer within the meaning of the Worker’s Disability Compensation Act of 1969. Therefore, the trial judge erred in refusing to grant defendant’s motion for summary judgment on the ground that plaintiff’s exclusive remedy is under the Worker’s Disability Compensation Act.” Wells, supra, pp 794-796.
Our balancing of those same factors persuades us that the Court of Appeals correctly applied the economic reality test to the facts of this case. However, further comment is warranted because the result, in effect, is a "reverse-piercing” of defendant’s corporate veil.
We recognize the general principle that in Michigan separate entities will be respected. See Klager v Robert Meyer Co,
However, the fiction of a distinct corporate entity separate from the stockholders is a convenience introduced in the law to subserve the ends of justice. When this fiction is invoked to subvert justice, it is ignored by the courts. Paul v University Motor Sales Co,
Although traditionally the doctrine of "piercing the corporate veil” has been applied to protect a
Our disregard of the separate corporate entities of Firestone and its wholly owned subsidiary is premised upon our recognition of the important public policies underlying the Michigan Worker’s Disability Compensation Act and our belief that a contrary determination would be inequitable under the facts of this case. The statutory workers’ compensation scheme was enacted for the protection of both employees and employers who work and do business in this state. The system assures covered employees that they will be compensated in the event of employment-related injuries. In addition, employers are assured of the parameters of their liability for such injuries. By agreeing to assume responsibility for all employment-related injuries, employers protect themselves from the possibility of potentially excessive damage awards. In order to effectuate these policies, the statute has been liberally construed to provide broad coverage for injured workers. See, e.g., Farrell v Dearborn Mfg Co, supra.
If the statute is to be construed liberally when an employee seeks benefits, it should not be construed differently when the employer asserts it as a defense to a tort action brought by the employee who claimed and accepted benefits arising from that employment relationship. There is absolutely no evidence that defendant maintained Muskegon
It is also significant that plaintiff did not rely upon the corporate distinction between Firestone and Muskegon Firestone. In fact, plaintiff disregarded this distinction when he asserted that Firestone was his employer for the purpose of obtaining workers’ compensation payments. Plaintiff should not now be permitted to deny the relationship which he asserted and upon which Firestone relied in assuming responsibility for payment of workers’ compensation benefits.
Plaintiff also argues that his cause of action is not barred by the exclusive remedy provision of the Worker’s Disability Compensation Act because his injuries did not arise out of the employment relationship. He maintains that more than one type of relationship existed between himself and defendant at the time he was injured. We reject this attempt to apply the so-called "dual-capacity doctrine.”
This fundamental requirement for the application of the dual-capacity doctrine is set forth in 2A Larson, Workmen’s Compensation Law, § 72.81, p 14-229:
"An employer may become a third person, vulnerable to tort suit by an employee, if — and only if — he possesses a second persona so completely independent from and unrelated to his status as employer that by established standards the law recognizes it as a separate legal person.”
The great majority of American jurisdictions have held that an employer who manufactured the injury-causing device cannot be held liable to his employee under a products liability theory. Id., § 72.83, p 14-239. Furthermore, the fact that the injury-causing product was also sold to the public is unimportant:
"What matters is that, as to this employee, the product was manufactured as an adjunct of the business, and furnished to him solely as an employee, not as a member of the consuming public. What the employer does with the rest of his output cannot change this central fact.” Id., § 72.83, p 14-246 (emphasis in original).
We conclude that plaintiff was employed by defendant and was injured while acting in the
Notes
We note that the motion should have been denominated as one for accelerated judgment, pursuant to GCR 1963, 116.1(2), and it will be treated as one because no prejudice to plaintiff is alleged or apparent. See, e.g., Dagenhardt v Special Machine & Engineering, Inc,
MCL 418.131; MSA 17.237(131).
MCL 418.101 et seq.; MSA 17.237(101) et seq.
The Michigan Court of Appeals has rejected several dual capacity claims and found them insufficient to avoid the exclusive remedy provision in situations factually analogous to the instant case. See Neal v Roura Iron Works, Inc,
Dissenting Opinion
(dissenting). Wells, an employee of Muskegon Firestone Auto Supply and Service Stores, was injured in the course of employment by the explosion of a tire rim manufactured by Firestone Tire & Rubber Company. At the time of the accident, Firestone owned all the capital stock of Muskegon Firestone and substantially controlled its management and operations. The Court of Appeals in the application of an "economic reality test” determined that Firestone was Wells’ employer within the meaning of the workers’ compensation act, and that therefore Wells’ products liability claim was barred by the exclusive remedy provision
I
We would hold that "economic reality” is not determinative of the question which of the two separate corporations, parent or subsidiary, was Wells’ actual employer for purposes of the exclusive remedy provision of the act. Applying general principles we conclude that Muskegon Firestone, and not Firestone, was Wells’ employer, and therefore the exclusive remedy provision does not bar Wells’ action against Firestone.
A
Prior case law does not support the application
In Funk v General Motors Corp,
The economic reality test is a substitute for the control test.
B
The vast majority of states do not extend the reach of the exclusive remedy provision of a workers’ compensation act by treating parent and subsidiary corporations as a single entity. Courts in California, Colorado, Connecticut, Florida, Illinois, Kentucky, Maryland, Mississippi, Missouri, New Jersey, New York, North Carolina, Oklahoma, South Carolina, Tennessee, Texas and Washington, refused to treat dominant parent and servient subsidiary corporations as a single entity for this purpose.
Economic reality analysis would destabilize workers’ compensation and corporate law. The courts of this state generally respect the separateness of corporate entities, and pierce the corporate veil only to prevent fraud or injustice.
*661 "It is not enough that the subsidiary is so organized and controlled as to make it 'merely an instrumentality, conduit or adjunct’ of its stockholders. It must further appear that to recognize their separate entities would aid in the consummation of a wrong.”14
Respecting the corporate forms in this case would not "aid in the consummation of a wrong.” Rather, we would thereby honor the corporate structure established by Firestone. As the Court of Appeals for the Sixth Circuit said in a similar situation in Boggs v Blue Diamond Coal Co, 590 F2d 655, 662 (CA 6, 1979):
"[A] business enterprise has a range of choice in controlling its own corporate structure. But reciprocal obligations arise as a result of the choice it makes. The owners may take advantage of the benefits of dividing the business into separate corporate parts, but principles of reciprocity require that courts also recognize the separate identities of the enterprises when sued by an injured employee.”15 _
In Peterson v Trailways, Inc,
"Inasmuch as analysis of the employee independent contractor distinction assumes the existence of a consensual relationship among the relevant parties, Wells’ extension of the 'economic reality test’ to cases raising this initial question seems unwarranted. Thus adherence to the indicators of 'economic reality,’ may well threaten the economic interests of the 'employee’ since*664 his consent or agreement receive no conscious analysis, but are considered at best as a matter of implication.”
The court supported this statement by quoting from Professor Larson’s treatise on workers’ compensation law:
"Compensation law ... is a mutual arrangement between the employer and employee under which both give up and gain certain things. Since the rights to be adjusted are reciprocal rights between employer and employee, it is not only logical but mandatory to resort to the agreement between them to discover their relationship. To thrust upon a worker an employee status to which he has never consented would not ordinarily harm him in a vicarious liability suit by a stranger against his employer, but it might well deprive him of valuable rights under the compensation act, notably the right to sue his own employer for common-law damages.”16
The application of the exclusive remedy provision becomes, under any concept of economic reality, "a matter of implication,” and therefore subject to manipulation. Here, an employer argues that "economic reality” requires that a parent and subsidiary be treated as one entity, with the result that the parent is shielded from suit by the subsidiary’s employee. In Gigax v Ralston Purina Co, 136 Cal App 3d 591; 186 Cal Rptr 395 (1982), in contrast, an employee sued his corporate employer alleging a tort committed by a division of that corporation other than the one for which the plaintiff worked. The court applied an analysis based on "substance” and "hard realities,” and stated that such actions were not necessarily
The abolition of the corporate form "bright line” would unnecessarily complicate the compensation of workers’ injuries. The original application of the economic reality test did not create substantial administrative problems because the test replaced the equally ambiguous control test,
The concern expressed in Askew v Macomber,
"There is, however, an inherent difficulty in determining the 'economic realities’ of a given employment relation. As our Court of Appeals aptly stated in McKissic v Bodine,42 Mich App 203 , 208;201 NW2d 333 (1972), 'the problem with economic reality is that it is a conclusion, and it is not a test in the sense that there are any well-defined criteria upon which an objective determination can be based.’ ”
Justice Talbot Smith, in his influential dissent in Powell, supra, pp 471-474, emphasized the need for a standard with a "definite meaning.” Smith rejected the control test, in large part,
The workers’ compensation act
"[T]here is no strong reason of compensation policy for destroying common law rights . . . [and] every presumption should be on the side of preserving those rights, once basic compensation protection has been assured.”27
C
This Court should not bar Wells from relying on the separate corporate forms of the parent and the subsidiary on the basis that he chose to disregard those forms when applying for workers’ compensation payments. The record does not reveal why Wells listed Firestone as his employer.
D
We would follow the vast majority of jurisdictions and hold that economic reality is not a basis for piercing the corporate veil. The economic reality test was devised to avoid inappropriate use of the control test, but that concern is not relevant here since control alone is not determinative of whether the corporate veil should be pierced, or which member of a corporate family employs a worker. The question whether there is an employment relationship between Firestone and Wells should be resolved by consent and not by implication. Applying the economic reality test in this context would permit corporations to avoid the reciprocal obligations inherent in their choice of corporate structure and would deny employees of many subsidiary corporations of the right they undoubtedly had, at the time the Legislature authorized third-party actions by employees who had received workers’ compensation benefits, to maintain a third-party action.
II
The disposition which we believe to be correct
The opinion of this Court may go further than is necessary to preserve the policy of the exclusive remedy provision. In the instant case, a customer of Muskegon Firestone supplied the defective Firestone product. Suppose a Firestone or Muskegon Firestone employee was injured in the course of employment as a consequence of the blowout of a Firestone tire on a rented automobile. It is questionable whether the bar of the exclusive remedy provision should preclude maintenance of a products liability action against Firestone.
This Court has recognized that the bar of the exclusive remedy provision may be superseded by other statutory policies.
MCL 418.131; MSA 17.237(131).
Wells v Firestone Tire & Rubber Co,
The term "economic reality test” was, apparently, first used in Solakis v Roberts,
Nichol, supra, p 298.
See, generally, Dagenhardt, supra, fn 47, p 559 (dissenting opinion of Levin, J.).
See Dagenhardt, supra, p 557 (dissenting opinion of Levin, J.), citing 2A Larson, Workmen’s Compensation Law, § 72.31(a), pp 14-111 if.
See Tata, supra (employee/independent contractor); Schulte v American Box Board Co,
California: Gigax v Ralston Purina Co, 136 Cal App 3d 591; 186 Cal Rptr 395 (1982). (The facts were disputed, it being unclear whether the plaintiff was an employee of a division of the defendant or of a subsidiary of the defendant. The court stated that the employee of a dominated subsidiary could sue the parent corporation on a products liability theory. The court also stated that an employee, injured while working for one division of a corporation could maintain an action based on a tort committed by a separate corporate division that was engaged in a separate enterprise. The court adopted an enterprise liability standard based on the "hard realities” of intracorporation organization. See Davis, Workmen’s compensation — Using an enterprise theory of employment to determine who is a third Party tort-feasor, 32 U Pitt L R 289 [1971]).
Colorado: Peterson v Trailways, Inc,
Connecticut: Gregory v Garrett Corp,
Florida: Gulfstream Land & Development Corp v Wilkerson, 420 So 2d 587 (Fla, 1982). (Employee of wholly owned subsidiary sued parent as a property owner. Parent and subsidiary were insured under the same workers’ compensation insurance policy.) Gulfstream overruled Goldberg v Context Industries, Inc, 362 So 2d 974 (Fla App, 1978).
Illinois: McDaniel v Johns-Manville Sales Corp,
Kentucky: Boggs v Blue Diamond Coal Co, 590 F2d 655 (CA 6, 1979) . (Employees of wholly owned subsidiary sued parent for negligent performance of a safety maintenance contract. This is the most influential case on the issue.)
Maryland: Thomas v Hycon, Inc,
Mississippi: Index Drilling Co v Williams, 242 Miss 775; 137 So 2d 525 (1962). (Employee of first wholly owned subsidiary brought action for negligence against second wholly owned subsidiary that was engaged in same line of work. Employee had received workers’ compensation from a third wholly owned subsidiary, probably under a borrowed servant theory.)
Missouri: Boswell v May Centers, Inc,
New Jersey: Mingin v Continental Can Co, 171 NJ Super 148;
New York: Samaras v Gatx Leasing Corp,
North Carolina: Phillips v Stowe Mills, Inc, 5 NC App 150;
Oklahoma: Love v Flour Mills of America, 647 F2d 1058 (CA 10, 1981). (Employee of wholly owned subsidiary sued parent. Court appeared ready to allow action, but held parent had violated no duty to this employee.)
South Carolina: Brown v Moorhead Oil Co, 239 SC 604;
Tennessee: Latham v Technar, Inc,
Texas: Stoddard v Ling-Temco-Vought, Inc,
Washington: Peterick v State, 22 Wash App 163;
In Harvey v Fine Products Co, Inc, 156 Ga App 649;
Beck cites three cases to support its argument that the parent of an "alter ego” subsidiary enjoys immunity, but all are inapposite. In Yancey v Green, 129 Ga App 705;
The cases rely on an alter ego theory that is not followed in Michigan. See fn 14.
A United States District Court applying Georgia law had reached a contrary result prior to Beck and Harvey. In O’Brien v Grumman Corp,
In Louisiana, the employee of a subsidiary may not sue the parent corporation. This result, however, is mandated by statute. In Braud v Dixie Machine Welding & Metal Works, Inc, 423 So 2d 1243, 1245 (La App, 1982), the court noted that a statute prohibited an employee from suing a stockholder of his employer. That statute, La Rev Stat Ann, § 23:1032, provides:
"The rights and remedies herein granted to an employee or his dependent on account of an injury or compensable sickness or disease for which he is entitled to compensation under this Chapter, shall be exclusive of all other rights and remedies of such employee . . . against his employer, or any principal, or any officer, director, stockholder, partner or employee of such employer or principal.” (Emphasis added.)
In Coco v Winston Industries, Inc, 330 So 2d 649 (La App, 1975), an employee of a subsidiary was injured while he arguably was pursuing the business of the parent corporation. The employee sued the parent as principal. The court discussed "alter ego” immunity, but the decision rests on the above-mentioned statute. The discussion of alter
Choate v Landis Tool Co,
Robards v Estate of Kantzler,
See Klager v Robert Meyer Co,
See also Klager, fn 13 supra, p 411, and Gottlieb v Arrow Door Co,
The only question presented in that case, however, was whether the Michigan company could claim a credit for the sum of money paid to AT&T for certain services, or whether the credit would be granted only according to AT&T’s actual cost of providing the services. AT&T’s domination over the Michigan company made the contract between them appear to be less than an arm’s length transaction and, therefore, an inadequate way to determine the actual "costs” of providing the services and the resulting credit.
The controversy did not present the question of whether AT&T would be held liable for all the legal obligations of the Michigan corporation, and the opinion gives no indication that AT&T would be held liable.
In Western Casualty & Surety Co v Birmingham Contracting Co,
In Shirley v Drackett Products Co,
Significantly, no court has cited Shirley as authority for the proposition that the corporate veil can be pierced without a finding of misconduct. To the extent that Shirley does stand for this proposition, the case has been criticized. See Petrella, Comment: Piercing the corporate veil in Michigan, 61 U Det J Urb L 81 (1983).
At least seven courts either cite or quote Boggs on this point. See
1C Larson, fn 6 supra, § 47.10, p 8-233. Larson is also cited for this proposition in Gregory, fn 8 supra, p 876.
Gigax, supra, p 607. See also fn 8.
See Powell, supra, pp 471-474 (dissenting opinion of Smith, J.).
MCL 418.171; MSA 17.237(171).
The control test, which originally limited an employer’s vicarious liability, was also inappropriate because workers’ compensation involves different issues than tort law. Professor Larson explains:
"This tort liability arose out of detailed activities carried on by the servant, resulting in some kind of harm to a third person. The extent to which the employer had a right to control these detailed activities*666 was thus highly relevant to the question whether the employer ought to be legally liable for them.” 1C Larson, fn 6 supra, § 43.42.
Workers’ compensation, however, involves separate issues that make control irrelevant.
"[Workers’] compensation law is concerned not with injuries by the employee in his detailed activities, but with injuries to him as a result not only of his own activities (controlled by the employer as to details) but of those of co-employees, independent contractors and other third persons (some controlled by the employer, and others not). To this issue, the right of control of details of his work has no such direct relation as it has to the issue of vicarious tort liability.” 1C Larson, fn 6 supra, § 43.42.
See also Nichol, supra, p 296; Powell, supra, pp 467-469 (dissenting opinion of Smith, J.).
See Peterson, supra, p 832.
The 1952 amendment that provides the basis for this third-party action (
See fn 6.
See fn 8.
Unlike the independent contractor/employee and employer/broker questions which have been considered by this Court on numerous occasions (see fn 7), there are no inherent ambiguities in the determination involved in this case. The Legislature could readily have extended exclusive remedy protection to the parent of a wholly owned subsidiary insured under the same workers’ compensation policy as the parent.
Larson, fn 6 supra, § 72.50, p 14-95. Larson is quoted on this point by Boggs, fn 8 supra, p 660, and Choate, fn 11 supra, p 776.
Wells may have been urged to so file his claim by Muskegon Firestone, or he simply may have erred. Muskegon Firestone also listed Firestone as Wells’ employer. Muskegon Firestone may have done so because Firestone carried the workers’ compensation insurance for both corporations and was therefore more likely to be involved in the administration of compensation payments. Wells and Muskegon Firestone may both have been more concerned with com
At any rate, these representations are not necessarily controlling. At the time of the accident, Wells was an employee of Muskegon Firestone. The subsequent representations would not operate retroactively to eliminate this employment relationship or to create a new one with Firestone. It does not appear that Wells’ representation misled Firestone in such a manner that it is now necessary to disregard the corporate form to secure justice. Firestone has not alleged that Wells acted in bad faith.
See Mathis v Interstate Motor Freight System,
MCL 600.2945 et seq.; MSA 27A.2945 et seq.