Smith et al v. Georgia Energy USA, LLC et al

Filing 246

ORDER granting 190 Motion for Summary Judgment. Signed by Judge J. Randal Hall on 11/4/14. (aeh)

IN THE

UNITED

FOR THE

STATES

DISTRICT

SOUTHERN DISTRICT

OF

COURT

GEORGIA

BRUNSWICK DIVISION

JONATHAN SMITH,

et al. ,

*

*

Plaintiffs,

*
*

*

v.

CV 208-020

*

GEORGIA ENERGY USA,
et al.,

*

LLC,

*
*
*

Defendants.

0

This

Cisco

matter

Walker

Judgment.

is

and

now

D

before

Aletha

(Doc. 190.)

R

Cisco

E

R

the

Court

Shave's

on

Defendants

Motion

for

Tammy

Summary

In this class action, Plaintiffs assert

claims for fraud/negligent misrepresentation,

negligence, money

had and received, unjust enrichment, and violation of Georgia's

Uniform Deceptive Trade Practices Act arising from the alleged
fraudulent

filling

calibration of gasoline and diesel pumps at three

stations

formed and owned,

in Camden

County,

Georgia.

Fairley

or had a controlling interest in,

Cisco

the three

filling stations until 2000 when he transferred ownership to his
daughters, Ms. Walker and Ms. Shave.
Walker and Ms.

Despite this transfer, Ms.

Shave assert that they did not personally manage

the stations at any point or involve themselves in any capacity

in corporate decision making — functions they left to their

father's unfettered discretion.

Shave

contend

against

there

them,

participation

no

either

in

corporate veil.
below,

is

the
The

Accordingly,

basis

on

to

the

fraudulent

Ms.

impose

personal

grounds

scheme

Court agrees.

of

or

For

Walker and Ms.

liability

(1)

(2)

personal

piercing

the reasons

set

the

forth

the Court GRANTS Defendants Tammy Cisco Walker and Aletha

Cisco Shave's Motion for Summary Judgment.

I.

As

the

history

of

(Doc. 190.)

BACKGROUND

this

litigation

is

long,

the

Court

previously outlined the facts in thorough form in its August 10,
2009

Order

granting

particular relevance

class

certification.

to the

(Doc.

instant motion,

127.)

however,

Of

is

the

following:

The three filling stations at issue in this case were owned

and operated by Cisco Travel Plaza, Inc., Cisco Travel Plaza II,
Inc., and Cisco Express, Inc. (hereinafter, the "Cisco entities"
or

the

"businesses")

11, 16-17.)

until

2006.

(Shave Dep.,

Doc.

209-3,

at

At formation, Mr. Cisco was the owner, but around

the year 2000, he conveyed his entire interest to his daughters.
(Id. at 9-10.)

Despite this transfer,

roles of CEO and CFO,

Walker Dep.,

Cisco retained the

and he continued to manage

aspects of the businesses.
at 6;

Mr.

Doc.

nearly all

(Id^_ at 10; Cisco Dep., Doc. 209-1,
209-2,

at

6.)

Indeed,

devoted "zero" hours per week to the businesses,

Ms.

Walker

"never worked

at

any of

the

Plazas."

(Walker Dep.

testified

(Shave

Plazas [,]

that

Dep.

entities'

she

at

or

at

had

21,

had any kind of

12,

20.)

Ms.

involvement"

"no

with

27.)

19,

Instead,

finances and accounting,

"left everything

up

to

relations

their

Mr.

Shave
the

to

similarly

businesses.

Cisco

oversaw

and Ms. Walker and Ms.

father."

(Defs.'

the

the

Shave

Statement

of

Material Facts ("DSMF"), Doc. 190-2, UK 6, 9; Pis.' Statement of

Material Facts ("PSMF"), Doc. 245-1, HH 6/ 9-)
would Ms. Walker and Ms.

the businesses,

and this usually occurred informally at family

their advice sometimes,

of

the

decisions

together,

Shave meet with their father to discuss

(DSMF % 11; PSMF H 11.)

gatherings.

up

to

him."

fl 12,

(Walker Dep.

Shave "left most

at

10.)

When

the family tended to talk about the entities as if

2006,

stations

Mr. Cisco would ask for

but Ms. Walker and Ms.

they were one ongoing business.
In

0nly on occasion

Mr.

on behalf

(Id. at 9.)

Cisco negotiated the
of

13; PSMF Ml 12,

the

entities

13.)

to

sale

Kuldeep

of

the

filling

Sekhon.

(DSMF

Ms. Walker and Ms. Shave had no

role in deciding the value of the businesses or the price for

which they were sold.
Ms.

(Walker Dep. at 12-13.)

Ms. Walker and

Shave used approximately $8 million of the proceeds to pay

off various bank debts owed by the Cisco entities,

the mortgage on a personal residence.

as well as

(Shave Dep. at 13.)

An

additional $8 million in profit from the sale was deposited into

an

account

Travel

Shave

at

Plaza

Jax

Federal

(Walker

II.

periodically

Credit

Dep.

distributed

Union

at

in

6-7.)

funds

to

the

Ms.

Mr.

After the sale in 2006,

any of the entities.

II.

Cisco

and

from

Ms.

that

(Shave Dep.

at

there was no ongoing business for

(Id. at 15-16; Walker Dep. at 7.)

STANDARD OF REVIEW ON SUMMARY JUDGMENT

The Court shall grant summary judgment

depositions,

of

Walker

Cisco

account for living expenses up until his death.
15.)

name

"if the pleadings,

answers to interrogatories, and admissions on file,

together with the affidavits,

if

any,

show that there

is no

genuine issue as to any material fact and that the moving party
is entitled to summary judgment as a matter of law."

Corp.

v.

N.

Crossarm

Co.,

357

2004); Fed. R. Civ. P. 56(c).

F.3d 1256,

1259-60

Hickson

(11th Cir.

The "purpose of summary judgment is

to pierce the pleadings and to assess the proof in order to see
whether there is a genuine need for trial."

Matsushita Elec.

Indus.

574,

Co.

(internal

v.

Zenith

citation

Radio

omitted).

Corp.,

475

"[The]

U.S.

party

587

seeking

(1986)

summary

judgment always bears the initial responsibility of informing the
district court of the basis for its motion, and identifying those

portions

of

demonstrate

the

[record before the court]

which it believes

the absence of a genuine issue of material

Celotex Corp. v.

Catrett,

477 U.S.

317,

323

(1986).

fact."

If - and

only if — the movant carries its initial burden,

the non-movant

may avoid summary judgment by demonstrating that there is indeed
a genuine issue as to the material facts of its case.
Coats & Clark,

Inc.,

929 F.2d 604,

608

(11th Cir.

Clark v.

1991) .

Facts

are "material" if they could affect the outcome of the suit under
the governing substantive law.
477 U.S. 242, 248

(1986) .

'genuine' . . . [only]

Anderson v. Liberty Lobby,

A dispute of those material facts "is

if the evidence is such that a reasonable

jury could return a verdict for the non-moving party."
When
evidence

ruling
in

the

Inc.,

on the motion,

the Court must

record

light

in

the

most

Id.

view

all

favorable

the

to

the

non-moving party and resolve all factual disputes in the non-

moving party's favor.

Matsushita, 475 U.S. at 587.

must also avoid weighing conflicting evidence.

The Court

Anderson,

477

U.S. at 255; McKenzie v. Davenport-Harris Funeral Home, 834 F.2d

930, 934 (11th Cir. 1987).

Nevertheless, the non-moving party's

response to the motion for summary judgment must consist of more
than conclusory allegations, and a mere "scintilla" of evidence
will

not

Cir.

1990);

1989) .

suffice.

Walker v. Darby,

Pepper v.

Coates,

911 F.2d 1573,

887 F.2d 1493,

1498

1577

(11th

(11th Cir.

III.

There are
and

Ms.

two

Shave,

personally

DISCUSSION

distinct

as

legal

owners

exposed

to

of

theories

the

liability

realized from the scheme"

on which Ms.

Cisco

for

entities,

the

Walker

could

"ill-gotten

(Doc. 28 at 2) : (1)

be

gains

they took part in

the commission of the fraudulent calibration scheme,

or

(2)

they

abused the corporate form to such a degree that the Court should
disregard

the

established

principle

that

a

corporation

is

separate entity distinct and apart from its shareholders.

a

The

Court addresses each in turn.

A.

" [A]

part

Personal Participation

corporate officer,

in

the

commission

director,

of

a

personally liable therefor."
592,

594

liability

(Ga.

arises

"participation,"
shareholder

Ct.

App.

not

but

tort

the

only

(citations

in

where

the

an

"specifically direct[s]

done" or "cooperate [s]

by

corporation

Meredith v. Thompson,
2011)

also

or shareholder who takes

therein."

Id.

officer,

the

719 S.E.2d

omitted).

instance

of

Such

active

director,

particular

is

act

or

to be

Ms. Walker and Ms. Shave

argue there is no genuine dispute as to any material fact in
support of Plaintiffs' allegations that they (1) played a role
in the fraud that occurred at the filling stations and

(2)

had

any knowledge of the fraudulent calibration scheme until the

allegations appeared on the news.
Walker Dep.

at 10.)

(DSMF H 14; Shave Dep. at 21;

Plaintiffs respond with a

laundry list of

facts that largely emphasize Ms. Walker's and Ms.
as

owners

of

the

Cisco

entities

observe corporate formalities.
Plaintiffs'

recovery.

In

and

their

Shave's status

alleged

failure

(PSMF H 14.)

argument misses the mark under this

this

action,

to

Plaintiffs

allege

that

theory of

Defendants

collectively misrepresented to the class the cost per gallon of

gasoline

and

negligently

maintained

the

fuel

filling stations in furtherance of the fraud.
at 6-7.)

such

pumps

at

the

(Compl., Doc. 1,

The only relevant evidence before the Court to prove

allegations

as

depositions of Ms.
Robert Clark.1

to

Ms.

Walker,

Walker

Ms.

Shave,

Contrary to Plaintiffs'

and

Mr.

Ms.

Shave

Cisco,

assertion,

is

the

and Michael
Mr.

Clark's

deposition does not finger all named Defendants in the pumprigging scheme, but quite clearly Mr. Cisco and other low level

filling station employees.

(See Doc.

206-1 at 8,

10,

12-16.)

Mr. Cisco's deposition likewise is of little value to prove any

participation by his daughters as he invoked the Fifth Amendment
in response to every question.

(See Doc. 209-1.)

Court may draw an adverse inference from Mr.

1

Although the

Cisco's silence

Mr. Clark, an employee of the Cisco entities, provided the anonymous

tip to the Department of Agriculture that sparked both this litigation and
the State of Georgia's RICO action in state court.

(Clark Dep. at 6, 13.)

Mr. Clark admitted to fraudulently calibrating the pumps to deliver less fuel
at the direction of Mr. Cisco.

(Id. at 10.)

against

Mr.

Consulting,

inference
and Ms.

Cisco,
Inc. ,

does

561

not

Shave,

Eagle

Hosp.

F.3d 1298,

work

Physicians,

1305

(11th Cir.

automatically

to

LCC
2009),

implicate

both of whom testified fully,

v.

SRG

such an

Ms.

Walker

independently,

and

under oath.2

Indeed,

Ms.

Walker's

and

Ms.

Shave's

testimony

reflects

that neither had any involvement on the premises of the filling
stations.

They

(Walker Dep.

further

at 12,

testified

that

operational or financial

19,

they

20;

had

therefore,

no

decision making,

to their father as general manager,
record,

Shave Dep.

involvement

27.)

in

the

which they delegated

CEO,

contains no evidence

at 21,

and CFO.
that Ms.

(Id.)

The

Walker or Ms.

Shave personally directed the particular fraudulent acts about
which

Plaintiffs

complain;

nor

is

there

evidence

personally participated or cooperated therein.

that

they

Beasley v.

Better Gas Co. , 604 S.E.2d 202, 206 (Ga. Ct. App. 2004)

A

(finding

corporate officer's alleged failure to provide proper training
is

not

"sufficiently direct participation in a

tort

...

to

expose [an officer] to personal liability under Georgia law" and
citing Towt v.

2

At

no

point

Pope,

during

336

the

P.2d 276,

deposition

282

did

(Cal.

Dist.

Plaintiffs

ask

Ct.

App.

Mr.

Cisco

specifically about his daughters' involvement.
(See generally Cisco Dep.)
The only questions tangentially relevant to Ms. Walker and Ms. Shave
addressed whether "anybody connected with [the] three businesses . . . would
have been involved in the generation or maintenance of any documents" and
whether Mr. Cisco "ever asked anybody" or was "aware of anybody" who
destroyed corporate documents.

(Id. at 9.)
8

1959) ,

for

the

proposition

that

"in

the

participation in an act of misfeasance,
a

corporation

is

nonfeasance");

(Ga. Ct. App.

65

(Ga.

liable

not

personally

Ceasar v.

to

Co.,

2004); cf. Jennings v. Smith,

Ct. App.
because

1997)

he

of

active

generally an officer of

liable

Shelton Land

absence

a

third

596

person

S.E.2d

755,

for
756

487 S.E.2d 362, 364-

(finding corporate officer individually

personally

supervised

the

site

of

allegedly

negligent construction).

B.

Piercing the Corporate Veil

"A cardinal precept

of corporate law is that corporations

are separate legal entities from their shareholders,
directors,

and

employees."

Dep't

of

Transp.

S.E.2d 61, 63 (Ga. 2014)

(citations omitted).

the

a

situation

in

which

corporation

person or only a few individuals.
S.E.2d 464, 465

is

McMeans,

754

This is so even in

owned

solely

by

one

Shelby Ins. Co. v. Ford, 454

(Ga. 1995); Pazur v. Belcher,

(Ga. Ct. App. 2008) .

v.

officers,

659 S.E.2d 804, 809

And this precept is not altered by the fact

that owners may use and control the corporation to promote their
own ends.

Pazur,

659

S.E.2d at

809; Amason v.

S.E.2d 107, 108 (Ga. Ct. App. 1988)

Whitehead,

(citation omitted) .

367

Rather,

legal separateness is warranted because a corporation insulates
officers and individual shareholders from personal liability for

the acts of the corporation,

unless there is a legal reason to

pierce the corporate veil.

S.E.2d

725,

728

(Ga.

Ct.

Boswell v.

App.

2004)

Primary Care Prof Is,

(citing

Commonwealth

594

Fin.

Corp. v. Sherrill, 398 S.E.2d438, 438-39 (Ga. Ct. App. 1990)).
"There are a variety of

circumstances

in which the

courts

will . . . pierce the corporate veil and impose liability upon a
shareholder

for

theory that

the corporation and the shareholder are mere alter

egos

of

(2011) .

each

the

acts

other."

"Although

of

the

6 Gary A.

the

term

corporation,

Hughes,

'alter

Ga.

ego'

typically on

Jur.

is

a

Corps.

the

§ 1:23

metaphor

that

sometimes blurs analysis, Georgia courts have made it clear that
to establish the alter ego doctrine, it must be shown that:

the stockholders'

disregard of the corporate

[1]

entity made it a

mere instrumentality for the transaction of their own affairs[;]
[2]

there is such a unity of interest and ownership that the

separate personalities of the corporation and the stockholders
no longer exist[; and 3] to adhere to the doctrine of a separate

corporate

entity

would

Id. ; Baillie Lumber Co.
2005).

Simply,

corporate form,"
interchangeable

promote

injustice

v. Thompson,

"[t]here

must

or protect

fraud."

612 S.E.2d 296,

be evidence

299

of abuse

(Ga.

of the

which may be shown by a "commingling on an
or

joint

basis

or

confusing

separate properties, records or control."
808.

10

the

otherwise

Pazur, 659 S.E.2d at

Given

analysis,
trial,

the

the

where

fact-intensive

nature

of

v.

1995)

veil-piercing

determination is typically one to be
the

trier

of

fact

can

make

credibility and weight of the evidence.
Inc.

the

Standard Design,

462

choices

resolved at
as

to

the

J-Mart Jewelry Outlets,

S.E.2d 406,

407-08

(Ga.

Ct.

App.

(citing Williams Plaza, Inc. v. Sedgefield Sportswear Div.

of Blue Bell,

Inc.,

297 S.E.2d 342, 343

(Ga.

Ct. App.

1982)).

In light of Federal Rule of Civil Procedure 56, however, a court

may grant summary judgment if a jury would have but one result.
Id.

Plaintiffs contend that Ms.

Walker and Ms.

Shave "conducted

their corporate and personal business on an interchangeable or

joint basis."
on Ms.

(Pis.' Resp., Doc. 205, at 2.)

Walker's

claims,

and Ms.

Plaintiffs

direct

Shave's depositions

the Court's

that Ms. Walker and Ms. Shave

entities'

Relying heavily
to support

attention to

their

testimony

lacked knowledge about the Cisco

corporate and financial operations,

specifically that

they (1) never examined the bookkeeping and accounting records
(DSMF H 7, PSMF % 7); (2) personally did not keep minutes (Shave

Dep. at 18; Walker Dep. at 9);

(3) held only informal meetings

to discuss the businesses with their father (DSMF H 11, PSMF H
11) ; and (4)

(Pis.'

Resp.

the "family treated all of the businesses as one"

at

14;

Walker Dep.

at

9).

Plaintiffs

further

emphasize that Ms. Walker and Ms. Shave made payments to their
11

father and settled a

mortgage debt

sale of the filling stations
least

one

of

after 2006,
Dep.

the

Cisco

with profits

(Shave Dep.

entities'

even though there

at 13,

bank

was

from the

2006

15) and that at

accounts

remained

no ongoing business

open

(Walker

at 7).

Considering

the

maxim

that

" [g]reat

caution

should

be

exercised by the court in disregarding the corporate entity" to

expose a shareholder's personal assets to liability,
finds Plaintiffs'

evidence wanting.

McMeans,

754 S.E.2d at 63.

There is simply no evidence that Ms. Walker and Ms.
the

Cisco

entities

transaction

of

as

their

"mere
own

cf.

J-Mart,

corporation were
recover

from

affairs"

such

for

that

the

"separate

Baillie Lumber Co., 612 S.E.2d

462 S.E.2d at 408 (holding suppliers to a

entitled

the

Shave used

instrumentalit [ies]

personalities" ceased to exist.
at 299;

the Court

to

pierce

corporation's

corporation bought

the

major

a new Cadillac

corporate

shareholder

for

the

veil

and

where

the

shareholder with

knowledge that it would soon cease to do business and paid a
balance

of

several

thousand

dollars

on

the

personal credit card); Abbott Foods of Ga.,

shareholder's

Inc. v.

Elberton

Poultry Co., 327 S.E.2d 751, 752 (1985) (finding the trial court
did not err in piercing the corporate veil where corporation's

president
thousand

and

principal

dollars

in

shareholder

"salary

advances"
12

paid

himself

from

the

several
corporate

checking

account

despite

it being

substantially overdrawn and

used company funds to make loan and insurance payments on his
personal
stock

automobile,

in

his

own

as well as to purchase
name).

Plaintiffs'

another company's

lumped

allegations

collective administrative failures by "Defendants"
concession

Mr.

that

pumps . . . and

burned

Cisco

"deliberately

documents"

do

propriety of piercing the corporate veil
Ms. Shave.

not
as

of

and apparent
rigged

substantiate
to Ms.

the

the

Walker and

(Pis.' Resp. at 14.)

Ms. Walker's and Ms. Shave's depositions establish that Mr.

Cisco — as manager, CEO, and CFO of the Cisco entities — handled
all the corporate and financial matters, and the daughters were
unaware

of

the

details

because

father's business judgment.

Dep. at 10, 13.)
she

is

a

they

(Shave Dep.

wholly

trusted

at 10,

14,

their

27; Walker

The Cisco entities never employed Ms. Walker —

teacher -

and Ms.

Shave's

sole

role

(Shave Dep. at 10-11; Walker Dep. at 5, 20.)

was

"Secretary."

As Ms. Walker and

Ms. Shave had no involvement in the day-to-day operation of the

controlling entities or the filling stations themselves (Walker

Dep. at 12,

19,

20; Shave Dep. at 21, 27; Doc. 210-1 at 42),

there is no evidence that Ms. Walker and Ms.

belonging to the Cisco entities,

Shave used assets

obtained personal loans from

the Cisco entities, or commingled their independent assets with
those of the Cisco entities.

There is no evidence that it was
13

Ms.

Walker's

or Ms.

Shave's idea to sell the Cisco entities,

opposed to a choice made by their father.
13.)

There

is

no

evidence

that

the

as

(Walker Dep. at 12-

entities'

cessation

of

business via sale was to further an illicit purpose harbored by
Ms.

Walker

and Ms.

the

fraudulent

Shave

to

calibration

avoid future
scheme,

a

liability related

scheme

about

which

to

they

knew nothing until it made the local news.

Finally,

Ms.

Walker's

and

Ms.

Shave's

distribution

profits from the sale of businesses are of no import.
Walker and Ms. Shave correctly note,

of

As Ms.

"distribution of corporate

profits is not the same as commingling personal and corporate
assets."

(Defs.'

Reply,

Doc.

214,

at 8) .

To the extent the

Court can discern, only once during the course of their six-year

ownership did Ms. Walker or Ms. Shave receive any distribution
of any kind from the Cisco entities, and they never received a

salary.

(Doc. 210-1 at 42, 43, 46.)

There is no evidence in

the record whatsoever that the money Ms.

Shave did receive in

approximately August 2006 - which she ultimately invested in
another

family

business,

Cisco

Vegas

Paradise

-

was

inappropriate, without authority, or taken with a present intent
to stiff the Cisco entities' creditors.

See Milk v. Total Pay &

HR Solutions, Inc., 634 S.E.2d 208, 212-13 (Ga. Ct. App. 2006).

The post-sale distributions about which Plaintiffs complain are
likewise wholly irrelevant to the issue of undercapitalization,
14

another ground on which the corporate veil may be pierced.
Boswell,
make

sale

594

S.E.2d at

distributions

with

entities'

the

to

728.

Ms.

their

specific

Walker and Ms.

father

intent

or

to

to

Shave

themselves

undercapitalize

current or future operations,

Id.;

did not

after

the

the

Cisco

as the entities at that

point were in Kuldeep Sekhon's hands.

Plaintiffs,

and

Ms.

Shave's

formalities:
financial

therefore,

must hang their hat on Ms.

alleged

keeping

records,

and

failure

signing

to

corporate

and holding formal,

proper quorum or majority.

observe

Walker's

the

corporate

minutes,

reviewing

noticed meetings with a

To the extent Plaintiffs contend

that no corporate documents were ever made or kept by anyone at
the Cisco entities,

the record does not support them.

And the

fact that whatever documents did exist were seized by the State,

molded in a trailer under the GBI's control (Shave Dep. at 4-5),

or spoliated by Mr. Cisco (see Doc. 209-1) is of no relevance to
whether piercing the corporate veil is appropriate as
Walker and Ms.

to Ms.

Shave.

Moreover,

the

Court

is

not

aware

of any authority

in

Georgia - and Plaintiffs provide none - that suggests sloppy

practices

alone

protections.

Ct.

App.

loss

of

the

corporate

form's

Cf^ Christopher v. Sinyard, 723 S.E.2d 78, 81 (Ga.

2012)

disregarding

warrant

the

(finding

the

trial

15

did

form

corporate

court
where

a

not

err

in

homebuilding

corporation's

only

registration

for

two

a

officers

number

failed

of

to

years;

file

never

its

annual

signed

the

corporation's bylaws, issued stock certificates, or kept minutes
of

corporate

meetings;

made

undocumented

loans

to

the

corporation; paid some of the corporation's creditors from their

personal funds;

and executed a false affidavit at a closing);

Bishop Eddie Long Ministries,

684 (Ga. Ct. App. 2005)

Inc. v.

Dillard,

613 S.E.2d 673,

(finding veil-piercing appropriate where

a corporation never opened or maintained a bank account, issued
stock,

held

returns,

report

directors'

or

shareholders'

or kept corporate minutes;

with

the

Secretary

of

meetings,

filed

tax

failed to file its annual

State

for

nine

years;

and

fraudulently represented to the plaintiff and the Department of
Natural Resources over a period of years that it did not own the

property at issue in the underlying easement dispute).
lastly,

And

there is no evidence that any of Ms. Walker's and Ms.

Shave's purported administrative failures — as opposed to Mr.
Cisco's conduct - resulted in any detriment to Plaintiffs.
Commonwealth

Fin.

Corp.,

398

S.E.2d

at

439

(affirming

See
lower

court's denial of the right to pierce the corporate veil against
a

stockholder

in

spite

of evidence

showing

his

failure

to

"comply with the legal requirements of operating in a corporate

capacity"

because

"there

was

no

16

evidence

showing

that

he

disregarded

the

separation

of

the

corporate

entity

by

commingling assets or abusing the corporate form").

Simply,

Ms. Walker and Ms. Shave's "negligible corporate

involvement precludes the operation of

[their]

'alter ego'."

corporate

president

[the Cisco entities]

Boswell, 594 S.E.2d at 728-29

was

not

individually

as

(finding a

liable

for

the

corporation's default on a contract in view of testimony that he
was

not

party

corporate
handled

or
such

to

the

financial
matters,

contract,

had

operations
and

because
was

business

no

was

to

an

do

the

administrator

evidence

for

with

the

that

purpose

the

corporation's

cessation

avoiding debt

rather than a necessity engendered by lack of

profits) .

of

there

nothing

of

As there is no genuine issue of material fact as to

whether Ms. Walker and Ms. Shave disregarded the separateness of

the corporate entities they owned, Plaintiffs' claim to pierce
the corporate veil and impose personal liability on them must
fail.

17

III.

CONCLUSION

Based upon the foregoing,
Cisco

Walker

Judgment.
ORDER
November,

and

Aletha

the Court GRANTS Defendants Tammy

Cisco

Shave's

Motion

for

(Doc. 190.)
ENTERED

at

Summary

.
Augusta,

Georgia,

this

I

day

of

2014.

TLE J.

RANDAL HALL

UNITES) STATES DISTRICT JUDGE
SOUTHERN DISTRICT OF GEORGIA

18