Hardy v. Brock

Summary

The Mississippi Supreme Court affirmed summary judgment for Cleve B. Brock in homeowners' claims alleging negligent design and construction of a subdivision's surface-water drainage system. The court held that the record showed Brock acted in his corporate capacity and that the homeowners presented no evidence of his individual participation in the alleged tort or grounds to pierce the corporate shield. The court also declined to consider a chancery court complaint that was not included in the appellate record.

Holdings

1. Summary judgment was proper because the record contained no genuine issue of material fact and established that Brock acted corporately in the development of the subdivision.
2. A corporate officer or director is not personally liable merely because of the officer's connection to the corporation; personal liability requires individual wrongdoing, although an officer may be liable for directly participating in or authorizing a tort.
3. The homeowners failed to establish the elements necessary to pierce the corporate shield and impose shareholder liability.
4. A claim against the corporation is a prerequisite to imposing alter-ego liability on an individual shareholder.
5. The appellate court could not consider the chancery-court complaint that the homeowners failed to include in the record, and the omitted complaint therefore could not create a genuine issue of material fact on appeal.

Questions Presented

1. Whether the circuit court erred by granting Brock summary judgment on the homeowners' negligence claims.
2. Whether the record contained a genuine issue of material fact concerning whether Brock acted individually rather than in his corporate capacity.
3. Whether Brock could be held personally liable as a corporate officer or shareholder, including under a corporate-veil or alter-ego theory.
4. Whether an omitted chancery-court complaint could be considered on appeal to create a material factual dispute concerning Brock's alleged individual or partnership status.

Disposition

affirmed