Heisz v. Galt Industries, Inc.

Summary

The Alabama Supreme Court reviewed a judgment arising from the asset purchase of a plastics manufacturer and subsequent failure to fulfill contractual obligations. The court addressed promissory fraud, the sufficiency of circumstantial evidence showing an intent not to perform, and corporate-veil issues. It reversed and remanded the judgment against the individual defendants.

Holdings

1. The evidence was insufficient to submit the promissory-fraud claims to the jury because the plaintiffs did not present substantial evidence that, when the representations were made, Heisz and Aegis intended that SPC-Alabama would not perform its obligations under the asset-purchase agreement.
2. The trial court erred in piercing the corporate veils because, although there was sufficient evidence of Heisz's control and domination, there was insufficient evidence that he misused that control and that the misuse proximately caused the plaintiffs' harm.
3. Heisz and Aegis did not waive their challenge because the trial court made written findings of fact on the corporate-veil issue.

Questions Presented

1. Whether substantial evidence supported the jury's finding that Heisz and Aegis committed promissory fraud by representing that SPC-Alabama would fulfill its future obligations while intending not to perform.
2. Whether the trial court properly pierced the corporate veils of the Stratford companies and Aegis under an alter ego theory.
3. Whether Heisz and Aegis waived their challenge to the sufficiency of the evidence supporting corporate-veil piercing by failing to file a postjudgment motion after the amended judgment.

Disposition

reversed_and_remanded