Court Pierces Veil on Sub’s Contract Claim 
By Deborah Elkins
Published: July 6, 2011
Tags: Corporate, Henrico County Circuit Court, Judge Gary Hicks, Virginia Circuit Courts
A subcontractor on a boiler project at the University of Richmond can pierce the corporate veil of its own subcontractor and win judgment against the sub-subcontractor ’s sole shareholder of its defunct corporation, as the shareholder failed to observe corporate formalities; but the Henrico Circuit Court denies reverse corporate veil piercing against another corporation formed [...]
Contractor can pursue assets of owner of sub
By Peter Vieth
Published: July 1, 2011
Tags: Corporate, Henrico County Circuit Court, Judge Gary Hicks
A Richmond electrical contractor can go after the personal assets of an electrical engineer whose company allegedly botched a job at the University of Richmond. Henrico County Circuit Judge Gary A. Hicks let the contractor pierce the corporate veil of a now-defunct engineering firm and entered judgment against the owner. But the judge refused to [...]
Business Wins Damages for Breach of Duty
By Deborah Elkins
Published: June 24, 2011
Tags: Corporate, Fairfax County Circuit Court, Judge Jane Marum Roush, Virginia Circuit Courts
In these four consolidated cases that arose from the business relationships among three men, first operating a Shakey’s Pizza franchise and later a restaurant that also served as the site for a side business preparing box lunches for visiting school groups, a Fairfax Circuit Court denies an accounting and awards two of the parties damages [...]
Business Valuation Report Has ‘Palpable Error’
By Deborah Elkins
Published: May 9, 2011
Tags: Corporate, Judge Charles N. Dorsey, Roanoke Circuit Court, Virginia Circuit Courts
In construing an S corporation’s Redemption Agreement to allow an ailing principal to cash out his shares, a Roanoke City Circuit Court says there is “palpable error” on the face of the independent appraiser’s report, which may let the remaining principals out of that appraiser’s $3.5 million valuation of the money management business. Plaintiff Peter [...]
Discovery Allowed in Dissolution Case
By Deborah Elkins
Published: April 5, 2011
Tags: Corporate, Judge Mary Jane Hall, Norfolk Circuit Court, Virginia Circuit Courts
A plaintiff who initially sought judicial dissolution of defendant corporation and who has sought discovery may issue subpoenas to financial institutions with which the corporation maintained an account or transacted business from Jan. 1, 2008 forward and to accounting firms or professional advisors to the corporation during that same period, says a Norfolk Circuit Court. [...]
Corporate – Non-Stock Corporation – POAA – Ultra Vires
By Deborah Elkins
Published: August 31, 2010
Tags: Corporate, Fairfax County Circuit Court, Judge Jonathan C. Thacher, Virginia Circuit Courts
Homeowners in Olde Belhaven Towne, which is incorporated as a Virginia non-stock corporation, have stated a claim that defendant property owners’ association’s enactment of a Penalties Resolution to impose fines to enforce use restrictions was an ultra vires act, but a Fairfax Circuit Court dismisses the owners’ claim that an architectural review committee’s denial of [...]
Corporate – LLC Manager – Competing Business
By Deborah Elkins
Published: March 19, 2010
Tags: Corporate, Fairfax Circuit Court, Judge Charles James Maxfield, Virginia Circuit Courts
Although an LLC’s operating agreement says that a unanimous vote is required for the three-member board of managers to act, this provision does not bar the LLC from suing one manager it alleges formed a competing electrical contracting business to siphon off customers, a Fairfax Circuit Court says in a case of first impression. In [...]
Corporate – Stock Transfer – Constructive Trust
By Deborah Elkins
Published: February 8, 2010
Tags: Corporate, Judge Melvin R. Hughes Jr., Richmond Circuit Court
A Richmond Circuit Court overrules defendant’s plea of the statute of limitations to this suit alleging that plaintiff’s attorney in act, acting under a power of attorney, illegally transferred title to stock of a corporation to defendant. Plaintiff seeks declaratory relief, imposition of a constructive trust and an accounting on allegations of fraud and conversion. [...]
Corporate – ‘True’ Directors – Bylaws Amendment
By Deborah Elkins
Published: December 21, 2009
Tags: Corporate, Fairfax Circuit Court, Judge Charles James Maxfield
In this equitable action for declaratory judgment to determine the “true board” of a non-profit corporation, The Seniors Coalition Inc., a Fairfax Circuit Court holds that an attempt to change the composition of the board of directors without statutory authority is ineffective and cannot be ratified, and the legal board is to be determined without [...]
Corporate – Advancement – Legal Expenses – Del. Law
By Deborah Elkins
Published: December 21, 2009
Tags: Corporate, Judge Robert E. Payne, U.S. District Court - Eastern District
In this contract and tort litigation arising from defendants’ departure from employment with plaintiffs to form their own company, a Richmond U.S. District Court construes controlling Delaware and Ohio law on advancement of legal fees to hold that a single defendant who was a director of one of plaintiff corporations is entitled to advancement under [...]
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