Plaintiff further seeks permission to amend her pleadings to assert a claim for discount to the extent that the Court doesn’t find the doctrine already invoked in the FAC. As an initial matter, the Court does not find the FAC puts Defendants that Plaintiff seeks to hold the Rudkins accountable for HPV’s alleged breach of its arrangement.
#29. E (“SAC”)). The philosophy of corporate discount makes it possible for the”corporate entity to be dismissed and liability assessed against shareholders in the corporation when the corporation has been intentionally used to violate or evade a duty owed to the next.” Morgan v. Burks, 93 Wn.
Id. The doctrine can’t be invoked in this case for several reasons. First, Washington law precludes disregard where the resources of a corporation are intact and unaffected by the wrongful activity. Id. In 590 (appellate court erred in allowing disregard of a corporate kind” if the corporation’s assets are intact and so readily available for satisfaction of the judgment against it”).
It alleges that today, as at the time of Plaintiff’s loan, HPV’s only assets have consisted of the Phillip’s IP, which she claims is appreciated at”hundreds of dollars.” SAC at 39. Plaintiff’s suggested cause of action will still fail even if it were not true that the assets of HPV remain undamaged.
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M&N Modern Hydraulic Press Co., 97 Wn. 2d 403, 410, 645 P.2d 689 (1982) (internal quotations omitted). This primarily asserts that abuse occurred through the implementation of a note offered to Hoover, which had the effect of subordinating Plaintiff’s loan of HPV. Watch SAC in 65. However, Plaintiff’s pleadings don’t reveal that this loan to be anything other than a regular business decision by a company needing additional capitalization, and there is no assertion that the Rudkins meant to induce HPV to evade its claimed duty to settle Plaintiff or that they personally benefitted thereby.
2d at 410 (no discount of the corporate form where corporate officer transferred his remaining shares to his mother). Corporate discount is also inappropriate where, as here, a plaintiff knows a firm to maintain fiscal conditions that are shaky but fails to take advantage of safeguards.
App. 638, 646, 618 P.2d 1017 (1980) (no disregard where creditor” made no effort to obtain a personal guarantee prior to extending credit nor did it record timely chattel liens when payment became suspicious”); see also SAC at 22 (“At the time of Plaintiff’s loan, HPV was nearly insolvent and in desperate need of a cash infusion.”) .
Mc Combs Constr is cited by plaintiff. App. 70, 645 P.2d 1131 (1982) for the proposition that judges could pierce the corporate veil in which a corporate officer commingles his private funds with the corporation’s assets such that separation between them ceases to exist. See Dkt.
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Watch Mc Combs. App. At 77 (“The record provides substantial evidence that defendant commingled his private affairs with those of the company such as to justify the imposition of personal liability.”) That HPV payments were made”straight from Mr. Du Wors’ IOTLA accounts,” Dkt. #31, p. 14, doesn’t encourage the imposition of personal liability on the Rudkins.
Plaintiff admits that this claim isn’t pled in the FAC, Dkt. #31, p. 15, and the Court neglects to differentiate within it adequate notice of a claim for tortious interference. The Rudkins are entitled to judgment as to the claim. Plaintiff also asks the Court to evaluate the motion together with her Motion to Amend.
As an initial matter, this claim undercuts the Plaintiff’s attempt to maintain a breach of contract claim against the Rudkins. It is well-accepted an”action for tortious interference with a contractual relationship is located only against a third party.” 2d 596, 598, 611 P.2d 737 (1980) (en banc).
Setting aside the inconsistencies of Plaintiff’s causes of action, Plaintiff fails to conquer the privilege preserved by the Rudkins as corporate officers. Under Washington law,” an officer or director of a corporation isn’t personally liable for inducing the corporation to violate a contractual relation given the officer or director acts in good faith,” in which”good religion signifies nothing more than the intention to benefit the company .” Id.
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She fails to allege any facts to bolster this legal conclusion, although Plaintiff alleges from the proposed SAC that the Rudkins acted to serve their purposes, SAC in 82-83. Even if the Rudkins, therefore, interfered with Plaintiff’s contractual rights and acted with motives, the advantage to HPV condition of this capitalization works to protect the Rudkins from immunity.