Vol. 79, No. 2, February
Piercing the Corporate Veil
The armor of personal immunity generally shields people doing
business as a "corporation" from corporate obligations. But the
protection may be pierced, and personal liability imposed, when a
controlling shareholder operates the corporation as an "alter ego" for
wrongful purposes, or under other certain circumstances.
by Mark R. Hinkston
orporate shareholders and officers are generally insulated
from personal liability for the corporation's debts. This limited
liability is metaphorically known as the "corporate veil." But the veil
is not an absolute shield. Under certain circumstances, a court may
pierce it to hold a shareholder or officer personally liable. Piercing
is most commonly done when a corporation is the shareholder's "alter
ego" and is a sham or façade used to evade creditors or commit
As demonstrated by recent Wisconsin Court of Appeals decisions,
piercing is not confined to the "alter ego" context. In Rayner v.
Reeves Custom Builders Inc.,1 the
Wisconsin Court of Appeals held that personal liability attaches when a
shareholder or officer violates consumer regulations such as Wisconsin's
Home Improvement Code. The Rayner holding has the potential to
affect the officers, agents, and employees of many businesses that sell
goods and services to consumers.
In Advantage Leasing Corp. v. NovaTech Solutions,2 the court of appeals held that corporate veil
piercing was not necessary to impose liability on a corporation's
officer for her own tortious conduct because a person is personally
liable for his or her own torts, regardless of status as a corporate
officer or shareholder, even if the acts were committed within the scope
of employment. These two cases present the opportunity to review the
concept of piercing the corporate veil in Wisconsin, discuss situations
in which piercing is appropriate, and highlight contexts in which the
concept will be inconsequential in determining personal liability.
Personal Liability: The Alter Ego Doctrine
The Rule of Limited Liability. It has long been
recognized that a corporation is an entity separate and distinct from
its shareholders, even when it is owned by one person.3 Therefore, shareholders are not automatically
liable for corporate debt4 and are not
liable on the corporation's contracts.5 This
rule of limited liability - referred to by the Wisconsin Supreme Court
as the "the accouterment of incorporation"6
- is an incentive to shareholders to invest and "has been called the
most important legal development of the nineteenth century."7
Although limited liability is the rule, personal liability for
corporate debt is sometimes imposed as a result of statute, such as in
cases involving employers' tax withholding obligations, wage and
retirement benefits, and environmental liability. In other cases,
personal liability may arise because of contractual obligations, such as
when a shareholder signs a personal guaranty.8
In situations in which statutes or contracts do not compel piercing,
a court may invoke common law equity to do so. Typically this is done on
the basis of what is known as the "alter ego" doctrine. In 1931, in
Milwaukee Toy Co. v. Industrial Commission of Wisconsin,9 the Wisconsin Supreme Court described the doctrine
by stating that limited liability will be disregarded and the corporate
veil will be pierced when the corporation has no separate existence and
a person deals with his or her own property through a corporation just
as if he or she were dealing with it individually, and "applying the
corporate fiction would accomplish some fraudulent purpose, operate as a
constructive fraud, or defeat some equitable claim."10 The concept also is known as the
"instrumentality" doctrine because to invoke it one must "establish that
the corporate form was so ignored, controlled or manipulated that it was
merely the instrumentality of another and that the misuse of the
corporate form would constitute a fraud or promote injustice."11
The typical "alter ego" situation is one in which the shareholder
disguises personal assets as corporate assets to get an advantage with a
creditor and the creditor is induced to extend credit or provide goods
or services under the assumption that the corporation has significant
assets. In reality, the corporation is a shell to hide what are in fact
the shareholder's assets.12 If the debtor
corporation defaults on a loan or fails to pay for goods or services and
the creditor has little or no hope of recovery from the corporation, the
creditor may try to pursue the shareholder personally. The shareholder
in turn asserts the defense of limited liability. The "alter ego"
doctrine also comes into play when a creditor seeks to hold one company
liable for the debt of an affiliated company (such as a
Yet the vast majority of "alter ego" piercing cases involve attempts
to pierce small, closely-held corporations (in which the number of
shareholders and their interrelationship - often as family members -
lend to the entity less formality than in larger entities) to pursue
individual shareholders. Wisconsin courts have applied the "alter ego"
doctrine to impose personal liability in scenarios in which: 1) a
corporation had no assets and the shareholders made little attempt to
hold meetings or maintain records and depleted the corporation's profits
by paying themselves salary;14 and 2) two
brothers, as sole shareholders in various corporations, operated the
corporations "as a giant cash box with many drawers," adding or removing
from the drawers "as desired, without documentation to permit subsequent
identification or reconstruction of the transactions."15
Hinkston, Creighton 1988 cum laude, practices with Knuteson,
Powers & Quinn S.C., Racine.
The Prima Facie Elements. The concepts of "veil
piercing" and "alter ego" are perhaps clear in theory but sometimes
nebulous in application, leading Justice Benjamin Cardozo to comment
that the veil piercing doctrine is "enveloped in the mists of
metaphor."16 For almost 60 years after the
Wisconsin Supreme Court's pronouncement of the "alter ego" doctrine in
Milwaukee Toy, Wisconsin courts continued to apply its somewhat
amorphous litmus test but there were no uniformly applied factors to
judge whether piercing was warranted in a given case.
In 1988, in Consumer's Co-op of Walworth County v.
Olsen,17 the Wisconsin Supreme Court
attempted to clarify the situation by formulating a three-part test. It
held that to prevail on a piercing claim premised on the "alter ego"
doctrine, a plaintiff must prove: 1) that the defendant shareholder
completely dominates the business practice with respect to a subject
transaction to the extent that the corporation has "no separate mind,
will or existence of its own"; 2) that the defendant shareholder used
the control to commit fraud or wrong, to violate a statutory or other
legal duty, or to act dishonestly or unjustly; and 3) that there was a
causal connection between the first two elements and the harm to the
The first prong's focus is on control, not ownership. Thus, the mere
fact that one person owns all shares in a corporation will not
suffice.19 In ascertaining whether there
has been "complete domination" or control, a court assesses the extent
to which an entity follows corporate formalities.20 For example, has the corporation conducted
meetings, maintained corporate records, and filed annual reports with
the state? Other factors that a court considers are: nonpayment of
dividends, siphoning of corporate funds by the dominant shareholder,
commingling of personal and corporate funds, and nonfunctioning of other
officers or directors.21
As for the second prong, one must prove that the control emanating
from the corporate informality caused an injustice. Whether a
corporation was adequately capitalized when it was formed is a relevant
determination with respect to this factor,22 the idea being that insufficient capital
infusion is a red flag that a corporation was started as a sham. There
is no specific formula to ascertain whether a company is adequately
capitalized. Adequate capitalization is "measured by the nature and
magnitude of the corporate undertaking" at the time of the company's
Some creditors unwisely assume that because a corporation defaulted,
it must have been undercapitalized. However, the relevant time period to
analyze capital adequacy is when the corporation was formed.24 Proving a corporation that was adequately funded
on formation became undercapitalized due to business losses will not
suffice. Nevertheless, if shareholders fail to infuse needed capital
after an existing corporation significantly changes the nature of its
business or substantially expands, this may constitute
undercapitalization sufficient to satisfy the injustice prong.25
The third prong requires a nexus between the domination-caused
injustice and an alleged injury. Injury will not be presumed. Merely
because a creditor is owed money by a company that is discovered to have
been undercapitalized at inception does not mean that the controlling
shareholder is personally liable for the debt. An unpaid creditor trying
to pierce the corporate veil must show that it relied on a controlling
shareholder's financial misrepresentations (made to disguise
undercapitalization) when the creditor extended credit or goods and
services, thereby causing its loss.
All three of the prima facie elements elaborated in Consumer's
Co-op (control, injustice, and causation) must exist for the court
to allow piercing of the corporate veil.26
A court will not pierce the veil of an adequately capitalized
corporation merely because corporate formalities are not
maintained.27 Nor will a court pierce the
veil of a corporation that maintains corporate formalities just because
it may have been undercapitalized at the start.28
In Consumer's Co-op, the supreme court applied its
three-part test and reversed the trial court's finding that the veil of
the family-owned business could be pierced to impose liability on the
business's majority shareholder. The supreme court noted that because
"stock was issued, officers were elected, meetings of the board of
directors were frequently held, and all business was undertaken in the
corporate name" with no improper commingling of business and corporate
assets, the corporation adequately followed corporate
formalities.29 It also held that the
initial capitalization of $7,000 was adequate in view of the fact that
the company initially had one customer and one part-time
Defenses: Waiver and Estoppel. Creditors may be
found to have waived the right to pierce the corporate veil. In
Consumer's Co-op, the supreme court noted that despite the
debtor corporation's deteriorating financial condition and a notice on
statements that "additional credit cannot be extended until your account
is brought current," the creditor allowed the corporation to become
further indebted to it. Despite its knowledge that the corporation was
failing, the creditor also neglected to get a personal guarantee
"initially, or as a condition to the continued receipt of credit." The
court concluded that by continuing to extend credit and increase the
corporation's indebtedness, despite its own policy to terminate credit
after 60 days, the creditor "waived the right to claim inadequacy of
capitalization as a basis to pierce the corporate veil."31 The court also found that the doctrine of
estoppel precluded piercing since the shareholder detrimentally relied
on the extension and continuation of credit "without any request for a
personal guarantee or indication that Consumer's Co-op would seek to
hold appellant personally liable for the debt incurred."32
LLC Application. The Wisconsin Supreme Court has
urged flexibility in applying the "alter ego" elements due to the
equitable nature of the remedy.33
Flexibility has become especially paramount with the advent and
popularity of new business entities, such as limited liability companies
(LLCs). Wisconsin appellate courts have not specifically addressed the
issue of whether an LLC's veil can be pierced to impose personal
liability on LLC members or managers. That perhaps is because Wis. Stat.
section 183.0304 ("Liability of members to 3rd parties") appears to
expressly mandate veil piercing under appropriate circumstances. The
statute provides that although an LLC's debts, obligations, and
liabilities "shall be solely the debts, obligations and liabilities of
the limited liability company," a court is not precluded from "ignoring
the limited liability company entity under principles of common law of
this state that are similar to those applicable to business corporations
and shareholders in this state and under circumstances that are not
inconsistent with the purposes of this chapter."
Some commentators argue that LLC veil piercing is
inappropriate.34 An LLC's "corporate
formalities" are less stringent than those of a corporation and LLC tax
considerations may blur the line between an individual member and the
company entity, perhaps giving a creditor an unfair advantage when
attempting to pursue an LLC member personally. Nonetheless, in view of
section 183.0304 it would seem clear that personal liability could
nonetheless be imposed on an LLC member or manager provided that the
Consumer's Co-op factors exist.35
Personal Liability: Violation of Consumer
The Rayner Case. The promulgation of
consumer protection laws has created additional contexts that implicate
veil piercing. For example, in Rayner v. Reeves Custom Builders
Inc.,36 the Wisconsin Court of Appeals
considered what it called an issue of first impression under Wisconsin
law, namely whether the consumer protection regulations relating to home
improvements "pierce the corporate veil and allow for personal liability
against individual wrongdoers." It held "that they do if it is shown
that the individual - rather than the entity - is responsible for
devising the unfair method of selling home improvements."37
The Rayners had entered into a written home improvement contract with
the defendant company for remodeling and an addition. They became
dissatisfied and brought suit, alleging claims for breach of contract
and violations of the Wisconsin Administrative Code regulations relating
to home improvement practices (also known as the Wisconsin Home
Improvement Code) (hereinafter "Code").38
The Code was promulgated by the Wisconsin Department of Agriculture,
Trade and Consumer Protection (DATCP) pursuant to Wis. Stat. section
100.20(2), which is designed to prevent unfair trade practices. The
claims were asserted against Reeves Custom Builders Inc. and Arthur and
Beth Reeves (husband and wife) personally, as the company's
shareholders, officers, and directors.
The Reeveses filed a motion to dismiss, arguing that to hold them
personally liable would contravene the hallowed concept of limited
liability. The Rayners contended that personal liability could be
imposed on the Reeveses because, as officers, they fit within the Code's
definition of a "seller": a "person engaged in the business of making or
selling home improvements [including] corporations, partnerships,
associations and any other form of business organization or entity, and
their officers, representatives, agents and employees." The Reeveses, on
the other hand, argued that the phrase "and their officers,
representatives, agents and employees" was merely intended to make
employers vicariously liable for those individuals, with no personal
liability imposed. The circuit court disagreed and denied their motion
On appeal, the Reeveses relied on Alberte v. Anew Health Care
Services Inc.,40 in which the
Wisconsin Supreme Court held that the Americans with Disabilities Act
(ADA) did not make an employer's agent personally liable for ADA
violations. The court of appeals rejected the Reeveses' argument,
finding that although under the ADA the term "employer" included "any
agent of such person[s]," the considerations that led the supreme court
to conclude that there was no personal liability under the ADA would not
apply in the home improvement context. Foremost among these
considerations was that in most companies not in the home improvement
business, employers' personnel decisions involve internal business
practices that can be controlled by employers via "administrative
oversight." On the other hand, "the home improvement industry involves
individuals interacting with people on the outside," usually at a
customer's home, where "the employer has little opportunity to exercise
direct oversight of its agents" to prevent violations.41
The court construed "their officers, representatives, agents and
employees" to have a plain meaning that "all of the named individuals
and entities are potential sources of the unfair methods of dealing that
Wis. Stat. § 100.20 meant to stamp out" and noted that "[t]o the
extent individuals have the power to prevent unfair dealings with
consumers, individuals will incur liability for noncompliance."42 The court clarified that its ruling did not mean
that all officers, shareholders, or employees will be "vicariously
liable for all vices imputable to the corporation." Individuals are
"liable as sellers only when they commit violations of their own
volition and design."43
The court of appeals then ruled that the circuit court properly
refused to dismiss Arthur Reeves from the action since, as the corporate
president and "contact person" with the buyers, "[a]ny corporate
decision to act as he did originated with him."44 The court held that there was insufficient
evidence to impose personal liability on Beth Reeves, because although
she was a shareholder, her role was merely typing some documents, doing
some of the corporate books, answering the telephone, and performing
Practical Considerations: Rayner's Impact.
Although Rayner involved the home improvement context, its
holding should be a harbinger to those in other businesses governed by
consumer regulations. For example, under Wisconsin's Motor Vehicle
Repair Code (chapter ATCP 132), a repair "shop" is defined as "any
natural person, corporation, partnership, or other business association
or entity engaged in the motor vehicle repair business, and includes all
owners, officers, employ[ees] and agents of the shop."46 Several other consumer regulations promulgated
by the DATCP define the regulated entity broadly to include officers,
agents, representatives, and employees, including regulations applicable
to sales of frozen meat,47 basement
waterproofing,48 mobile home park
operation,49 and gasoline
advertising.50 In view of these
definitions, it is reasonable to assume that the court's logic in
Rayner may apply in these other contexts to impose personal
liability, but - as in Rayner - only to the extent the
individuals have the power to prevent unfair dealings with consumers and
"only when they commit violations of their own volition and
Officers in corporations governed by consumer regulations should be
aware that the "volition and design" edict may not mean only violations
in which officers actively participate. For example, the construction
trust fund statute imposes personal liability on officers and directors
who are "responsible for the misappropriation."52 The Wisconsin Court of Appeals has held that it
does not matter that the targeted officer was not the actual person who
misappropriated the funds.53 The failure to
take action to prevent the misappropriation, an act of omission rather
than commission, is enough to impose liability. In view of that
precedent, officers should take action to ensure that their company does
not run afoul of regulations that govern their business, because if a
violation does occur, the officers may be held responsible if they sat
back and failed to act.
Personal Liability: Own Tortious Conduct
The Rayner decision is a natural offshoot of the principle
reiterated over the years by Wisconsin courts that an individual is
personally responsible for his or her own tortious or improper conduct
and cannot use the corporate entity as a shield against personal
liability for a tort he or she personally commits or participates
in.54 The Wisconsin statutes codify this
principle, providing that both a corporate shareholder and an LLC member
or manager "may become personally liable by his or her acts or conduct
other than as" a shareholder or member or manager.55
Many officers and employees assume that the shield of respondeat
superior cloaks them from anything they do on the job. Yet it has
always been the rule that they can be held personally liable for their
own negligence, even when they are acting within the scope of their
employment.56 The Wisconsin Court of
Appeals recently highlighted the issue in an unpublished decision,
Advantage Leasing Corp. v. NovaTech Solutions.57 In that case, the plaintiff ordered computer
equipment from NovaTech to lease it to another company. Advantage
alleged that it paid NovaTech for the equipment on the NovaTech
president's representation that the equipment had been delivered to the
lessee. When it turned out that it had not been delivered, Advantage
sued and asserted a claim for intentional misrepresentation against
NovaTech's president personally.
The president moved for summary judgment, alleging that the plaintiff
had not presented enough evidence to allow the court to pierce the
corporate veil. The circuit court agreed, relying on the mandate in
Consumer's Co-op that piercing is not warranted in the absence
of any of the three necessary elements. The court of appeals reversed,
holding that the circuit court's reliance on Consumer's Co-op
was misplaced. It noted that the plaintiff was not seeking to pierce the
corporate veil and hold the defendant liable for a corporate debt but,
rather, was seeking to hold the president liable for her own tortious
Personal Liability: Undisclosed Corporate
An additional scenario in which personal liability may be imposed
against a corporate actor is when he or she acts on behalf of the
corporation without disclosing that fact. In Benjamin Plumbing Inc.
v. Barnes,58 the Wisconsin Supreme
Court reiterated that if a party contracting with a corporation knows
that a corporate agent is contracting on behalf of a corporation, the
agent is not personally liable on the contract unless he or she
expressly assumes such liability. An agent may be held personally liable
for the contractual debt if he or she fails to disclose to the
contracting party the principal's corporate status.59 It is the agent's burden to disclose the
principal's corporate status because the contracting party does not have
the burden of "ferret[ing] out the record ownership" of the principal's
business.60 Shareholders or LLC members who
fail to take appropriate steps to dissolve their entities also may face
liability for the company's debts.61
Creditors may think that an injustice is served when a debtor company
fails, leaving them with no recourse other than to pursue the
shareholders personally. But they must heed the Wisconsin Supreme Court
edict that "the fiction of the corporate entity is not to be lightly
regarded."62 Hence, piercing is an
exceptional remedy that will be invoked only when the three
Consumer's Co-op factors are present. A court's goal in
assessing whether the corporate veil should be pierced is to determine
whether a creditor has been damaged by a person who used the corporate
form for unjust advantage rather than merely falling victim to the risk
associated with dealing with a legitimately formed and operated small
business. Only when the creditor can show that a controlling shareholder
did business from the start as an undercapitalized shell to do wrong and
caused the plaintiff harm will piercing be justified on the basis of the
"alter ego" doctrine.
As for disregarding the veil for personal misconduct, the
Rayner and Advantage Leasing decisions do not elevate
the corporate actors' standard of care or impose duties where none
previously existed. They merely clarify and elaborate on the
long-standing principle that the veil can be pierced or disregarded to
hold a person liable for his or her own misconduct. In other words,
one's status as a corporate agent is not a license to abandon personal
responsibility and act with impunity.
Increased awareness of the personal liability concept in the
corporate context may deter corporate actors from committing misdeeds
and thus can benefit a corporation and its officers, shareholders, and
employees alike. The obvious lesson for shareholders and officers of
small companies is to adequately capitalize the entity at incorporation,
maintain corporate formalities, fully disclose the corporate principal's
identity in conjunction with all business transactions, and recognize
that the "corporate veil" will not insulate shareholders and officers
from liability for everything they do.
1Rayner v. Reeves Custom
Builders Inc., 2004 WI App 231, 277 Wis. 2d 535, 691 N.W.2d 705
2Advantage Leasing Corp. v.
NovaTech Solutions, No. 03-216 (Wis. Ct. App. March 24, 2005)
(unpublished opinion) (review denied).
3Milwaukee Toy Co. v.
Industrial Comm'n of Wis., 203 Wis. 493, 495, 234 N.W. 748
5Posyniak v. School Sisters of
St. Francis, 180 Wis. 2d 619, 636, 511 N.W.2d 300 (Ct. App.
6Consumer's Co-op of Walworth
County v. Olsen, 142 Wis. 2d 465, 483, 419 N.W.2d 211 (1988).
7Id. at 474 (quoting
Barber, Piercing the Corporate Veil, 17 Willamette L. Rev. 371,
8For an insightful discussion of
those contexts, see Susan V. Kelley, Personal Liability for
Corporate Debt, 67 Wis. Law. 12 (Oct. 1994).
9Milwaukee Toy Co. v.
Industrial Comm'n of Wis., 203 Wis. 493, 234 N.W. 748 (1931).
10Id. at 495-96.
11National Soffit &
Escutcheons v. Superior Sys., 98 F.3d 262, 265 (7th Cir. 1996).
12In re Kaiser, 791 F.2d
73, 75 (7th Cir. 1986).
13Cemetery Servs. Inc. v.
Wisconsin Dep't of Regulation & Licensing, 221 Wis. 2d 817,
826-27, 586 N.W.2d 191 (Ct. App. 1998).
14Sprecher v. Weston's Bar
Inc., 78 Wis. 2d 26, 253 N.W.2d 493 (1977).
15Quad/Graphics Inc. v.
Fass, 548 F. Supp. 966, 969 (E.D. Wis. 1982), aff'd on other
grounds, 724 F.2d 1230 (7th Cir. 1983).
16Berkey v. Third Avenue Ry.
Co., 244 N.Y. 84, 94, 155 N.E. 58 (1926).
17Consumer's Co-op of
Walworth County v. Olsen, 142 Wis. 2d 465, 419 N.W.2d 211
18Id. at 484.
19Milwaukee Toy, 203
Wis. at 496 (stating "[a]lthough one individual owns all the stock he
does not thereby become the corporation").
20Consumer's Co-op, 142
Wis. 2d at 485.
21Discovery Tech. v. Avidcare
Corp., No. 04-0685, ¶ 18 (Wis. Ct. App. Feb. 15, 2005)
(unpublished opinion) (citing United States v. Pisani, 646 F.2d
83, 88 (3rd Cir. 1981)).
22Consumer's Co-op, 142
Wis. 2d at 485.
23Id. at 488.
24Id. at 486-87.
25Id. at 487.
26Id. at 482-84.
27Section 180.1835 (entitled
"Limited liability") of Wisconsin's statutory close corporation laws
provides that "[t]he failure of a statutory close corporation to observe
usual corporate formalities or requirements relating to the exercise of
its corporate powers or the management of its business and affairs is
not grounds for imposing personal liability on the shareholders for
obligations of the corporation." See also Wis. Stat. §
183.0405(4) ("[f]ailure of a limited liability company to keep or
maintain any of the records or information required under this section
shall not be grounds for imposing liability on any person for the debts
and obligations of the limited liability company").
28Consumer's Co-op, 142
Wis. 2d at 482-83 (stating "[i]n order for the corporate veil to be
pierced, in addition to undercapitalization, additional evidence of
failure to follow corporate formalities or other evidence of pervasive
control must be shown").
29Id. at 488-89.
30Id. at 496-97.
31Id. at 491-94.
32Id. at 495-96.
33Id. at 485.
34See, e.g., Stephen M.
Bainbridge, Abolishing LLC Veil Piercing, 2005 U. Ill. L. Rev.
35Minnesota has a comparable
statute, providing: "The case law that states the conditions and
circumstances under which the corporate veil of a corporation may be
pierced under Minnesota law also applies to limited liability
companies." Minn. Stat. § 332B.303(2) (2003). The Minnesota Court
of Appeals relied on this statute to hold that an LLC's veil can be
pierced (although it held that the facts in the case did not warrant
piercing). Tom Thumb Food Mkts. Inc. v. TLH Props. LLC, No.
C9-98-1277, 1999 WL 31168 (Minn. Ct. App. Jan. 26, 1999).
36Rayner v. Reeves Custom
Builders Inc., 2004 WI App 231, 277 Wis. 2d 535, 691 N.W.2d 705
37Id. ¶ 1.
38Wis. Admin. Code ch. ATCP 110
(2004). For an overview of the Code, see Mark R. Hinkston,
Revisiting Wisconsin's Home Improvement Code, 76 Wis. Law. 12
39Rayner, 2004 WI App
231, ¶¶ 7-9.
40Alberte v. Anew Health Care
Serv. Inc., 2000 WI 7, 232 Wis. 2d 587, 605 N.W.2d 515.
41Rayner, 2004 WI App
231, ¶¶ 10-14.
42Id. ¶ 14.
43Id. ¶ 15.
44Id. ¶ 19.
45Id. ¶ 20.
46Wis. Admin. Code § ATCP
47Wis. Admin. Code § ATCP
48Wis. Admin. Code § ATCP
49Wis. Admin. Code § ATCP
50Wis. Admin. Code § ATCP
51Rayner, 2004 WI App
231, ¶ 15.
52Wis. Stat. § 779.02(5)
("Theft by contractors").
53Capen Wholesale Inc. v.
Probst, 180 Wis. 2d 354, 509 N.W.2d 120 (Ct. App. 1993).
54See Oxmans' Erwin
Meat Co. v. Blacketer, 86 Wis. 2d 683, 692-93, 273 N.W.2d 285
(1979) (citing 3A William Meade Fletcher et al., Fletcher Cyclopedia
of the Law of Private Corporations § 1143 and Restatement
(Second) of Torts §§ 523, 549).
55Wis. Stat. §
180.0622(2)(a) ("Liability of shareholders, transferees and others");
Wis. Stat. § 183.0304(1) ("Liability of members to 3rd
56Shannon v. City of
Milwaukee, 94 Wis. 2d 364, 369-70, 289 N.W.2d 564 (1980). See
also Colton v. Foulkes, 259 Wis. 142, 147-48, 47 N.W.2d 901 (1951)
(holding that negligence claims could be asserted against employees who
negligently performed construction services).
57Advantage Leasing Corp. v.
NovaTech Solutions, No. 03-216 (Wis. Ct. App. March 24, 2005)
58Benjamin Plumbing Inc. v.
Barnes, 162 Wis. 2d 837, 470 N.W.2d 888 (1991).
59Id. at 850-51.
60Id. at 851.
61See, e.g., New
Horizons Supply Coop. v. Haack, No. 98-1865 (Wis. Ct. App. Jan. 28,
1999) (unpublished opinion).
62Milwaukee Toy, 203
Wis. at 496.