The trial court erred in lifting the corporate veil without sufficient evidence of fraud, sham, or misuse of corporate structure; respondent failed to discharge the burden of proof regarding the 1st appellant's lack of assets; improper design alone is not a valid ground for veil lifting; liability cannot be imposed solely on one director without proper justification.
The Court of Appeal upheld liability on a loan guarantee dispute, finding the second appellant signed the guarantee and the appellants failed to prove repayment.
The applicants failed to establish that the respondents transferred, concealed, or removed property, or committed acts of bad faith to obstruct execution of the decree. Mere non-payment is insufficient to warrant lifting the corporate veil or ordering arrest and detention as civil prisoners. No convincing grounds were advanced to justify the orders sought.
The court found that the applicant's evidence of concealment or transfer of company property by directors was uncontested, and that both 1st and 2nd respondents are directors of the 3rd respondent. In light of untraceable assets and admitted directorship, the court held it justifiable to lift the corporate veil and hold the directors personally liable for satisfaction of the labour award.
The applicant failed to establish legal grounds for lifting the corporate veil; there was no evidence of fraud, concealment within the company, or alter ego sufficient to disregard the company's separate legal personality. Directors/shareholders cannot be made personally liable for company debts solely due to lack of assets or failure to pay the decree.
The applicant's uncontroverted affidavit established that the 2nd respondent, as director of the 1st respondent, concealed company assets to obstruct execution of the decree, constituting special circumstances justifying lifting the corporate veil and holding him personally liable for the unsatisfied judgment.
A director who was not a party to the original suit and against whom the decree was not issued cannot be detained as a civil prisoner for the company’s debt unless the corporate veil is first lifted by a separate application establishing special circumstances.
The applicant failed to prove any wrongdoing, fraud, concealment, or misuse of the corporate form by the 2nd and 3rd Respondents. The directors acted within their legal mandate, and the company, as a separate legal entity, is solely liable for its debts. The grounds advanced for lifting the corporate veil were misconceived, unsubstantiated, or legally insufficient. The application is dismissed.