Lumax Industries, Inc. v. Aultman, 543 Pa. 38

Summary

The Supreme Court of Pennsylvania held that Lumax Industries failed to plead sufficient facts to support piercing the corporate veil against Mary Carol Aultman. Allegations that Aultman operated MCA alone and unjustly sought corporate protection were insufficient because one-person control is not, by itself, a basis for disregarding the corporate entity, and the latter allegation was merely a legal conclusion. The court reversed the Superior Court and vacated the judgment.

Holdings

1. The complaint failed to state a legally sufficient claim for piercing MCA's corporate veil because it alleged no material facts showing undercapitalization, failure to observe corporate formalities, commingling of corporate and personal affairs, fraud, or comparable conduct.
2. A demurrer admits well-pleaded material facts and fairly deducible inferences, but it does not admit conclusions or averments of law; a demurrer should be sustained when the complaint clearly fails to state a claim under any theory of law.

Questions Presented

1. Whether the complaint adequately pleaded facts sufficient to state a claim for piercing MCA's corporate veil and withstand a demurrer.
2. Whether allegations that Aultman was the only person involved in MCA's operations and was unjustly seeking corporate protection were sufficient to impose individual liability for MCA's debts.

Disposition

reversed