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Kinney Shoe Corp v Polan

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Citation(s)
  
939 F2d 209 (4th Cir 1991)

Kinney Shoe Corp v Polan, 939 F2d 209 (4th Cir 1991) is a US corporate law case, concerning piercing the corporate veil.

Contents

Facts

Kinney Shoe Corp sued Mr Lincoln M Polan to pay money outstanding on a sub-lease by the "Industrial Realty Company". Polan wholly owned "Industrial", but had never held any corporate meetings or elected officers.

The question is whether Kinney could pursue Mr Polan for the debt.

Judgment

Chapman J quoted from Sanders v Roselawn Memorial Gardens, Inc. that the "fiction" of separate legal personality,

It emphasized that each case should be decided on its facts, and pointed to a number of relevant factors.

  • that Industrial was not adequately capitalized (no capital had been paid in)
  • no corporate formalities, such as taking minutes or electing officers, had been observed
  • it appeared that the company was deliberately used to carry out transactions to benefit another of Mr Polan's companies, which had assets but would be shielded from liability

    • He concluded by saying,

    References

    Kinney Shoe Corp v Polan Wikipedia
    (Text) CC BY-SA


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