Western Rock Co. v. Davis

Western Rock's (defendant) president Stroud, who with his wife owned half the stock, and Fuller, who through his company MIC owned the other half and leased all of Western Rock's equipment to it on terms allowing Fuller to recover everything if the company faltered, learned of resident complaints and then a lawsuit over blasting damage that the company's insurance likely would not cover; Stroud withheld this information from Fuller for months, and once informed, the two decided to continue blasting despite the financial risk. After judgment was entered against Western Rock, Fuller took full control and transferred all assets back to MIC, and the trial court pierced the corporate veil to hold Stroud and Fuller personally liable; they appealed.

Whether directors and officers may be held personally liable for a corporation's tortious conduct when they exercised dominating control over the corporation and deliberately kept it undercapitalized.