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Civil Litigation Click here for the full text of this decision FACTS:The appellants purchased tracts of land from Tejas Building and Development Co. Inc. (Tejas), believing that the tracts were subject to use restrictions. Upon recognizing that other lots were being used as mobile home sites, they sued Tejas, Eddie Torres, the sales representative, and Edwin Payne, the majority shareholder, for misrepresentation, recision and return of their payments. Payne filed a no-evidence motion for summary judgment, claiming that he could not be held personally liable to appellants for acts allegedly committed by Tejas’ agent. HOLDINGReversed and remanded. Alter ego is a basis for disregarding the corporate fiction, “where a corporation is organized and operated as a mere tool or business conduit of another corporation.” Castleberry v. Branscum (2), 721 S.W.2d 270 (Tex. 1986). It applies “when there is such unity between corporation and individual that the separateness of the corporation has ceased and holding only the corporation liable would result in injustice. Alter ego “is shown from the total dealings of the corporation and the individual, including the degree to which . . . corporate and individual property have been kept separately, the amount of financial interest, ownership and control the individual maintains over the corporation, and whether the corporation has been used for personal purposes. Because disregarding the corporate fiction is an equitable doctrine, Texas takes a flexible fact-specific approach focusing on equity. In this case, Payne owned two-thirds of Tejas’s stock, with the other one-third owned by his elderly father who was not active in Tejas’s business. Since 1993, Payne and his father have been the only directors. The record also raises other fact questions as to alter ego; for example, in Payne’s deposition testimony (which was offered in the motion to deny summary judgment) Payne testified that he neither knew his specific title nor who the other directors were. Tejas’s corporate meetings were held at Payne’s car dealership office. The record also shows that Payne used some of his personnel from the dealership to handle bookkeeping functions for Tejas. Moreover, the record reveals that of the $379,510 listed as accounts receivable in Tejas’s balance sheet, $292,162 of that amount is allocated as accounts receivable payable to “EM Payne.” Payne argues that these facts are not enough to pierce the corporate veil. He points to numerous cases that support the merits of his argument, such as the fact that if a majority or even all of the stock in a corporation is owned by a single individual, that, in and of itself, does not make the corporation the alter ego of the individual. Massachusetts v. Davis, 140 Tex. 398 (1942). Payne also correctly notes that merely because a single person owns the vast majority of shares in a corporation, that evidence alone is not sufficient to establish that the corporation was the alter ego of an individual. These arguments, persuasive as they are, address the merits of the case at the trial level, and while they may afford Payne a stronger argument in front of a jury, that still does not change the fact that reasonable, fair minds could differ on their conclusions. As such, the appellants brought forth more than a scintilla of probative evidence, and the trial judge erred in rendering the motion for no-evidence summary judgment. Whalen v. Condo. Consulting & Mgmt. Serv. Inc., 13 S.W.3d 444 (Tex. App. � Corpus Christi 2000, pet. denied). OPINION: Valdez, C.J.; Valdez, Hinojosa and Castillo, JJ.

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