Aronson v. Price

644 N.E.2d 864 (1994)


P took his car to an auto shop to restore his historic car to “show condition.”  The estimate P received did not indicate it was a corporation; however, it was owned by an Indiana Corporation.  Ds were the owners of that corporation as sole officers and shareholders of the corporation.  P took his car in for restoration based on the estimate.  At no time was he told it was a corporation, nor was it indicated on any signage.  Ps car was then damaged through work done by D’s body shop.

P then brought the claim against D individually, thus “piercing the corporate veil.”  The trial court ruled in P’s favor because (1) the sign, business cards, receipts, nothing indicated the business was incorporated. (2) Neither D nor his staff stated at any time that they were a corporation and (3) D did not file a “certificate of assumed name” until after the required ate.

The court of appeals reversed, ruling that 1-3 were insufficient to breach the corporate veil, thus holding D liable personally.


Whether failure to disclose the status of the business verbally or through any signage is sufficient to pierce the corporate veil.


In Indiana, corporations have limited liability status, unless they remove liability “by reason of the shareholder’s own acts or conduct.”

The burden of proof is on the P to pierce the corporate veil.  P must prove the “corporate form was ignored, controlled or manipulated that it was merely the instrumentality of another and that the misuse of the corporate form would constitute a fraud or promote injustice.”


No.  Indiana code does not require inclusion of the word “inc.” in its signage.  Moreover, the business doesn’t even need to do business under the name which it’s registered as/chartered with the state.  And even if code said it was required, it would still be insufficient on balance to pierce the corporate veil.

Nothing in code suggests failure to file under an “assumed name” (do business under the registered name) makes Ds personally liable.  Furthermore, the Ps have shown no “detrimental reliance” on the differing names.  Failure to file the assumed business name is not alone sufficient to make Ps personally liable, because it only serves as evidence that Ps did not use proper corporate form, which only provides evidence toward misuse of corporate form.

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