Rockin Restaurants v. Bolton Construction
A restaurant owner hired a general contractor, a sole proprietor, to build out a restaurant. The sole proprietor incorporated his business. The newly formed corporation was run by the (former) sole proprietor and a business associate. Somewhere along the way, the corporation undertook to act as the general contractor on the restaurant project. After the project soured, the restaurant owner obtained an arbitration award against the corporation. The award was thereafter confirmed to judgment. After the corporation filed for bankruptcy protection, the restaurant owner sought to have the judgment amended to name the sole proprietor and a second corporation he had formed as additional judgment debtors. The restaurant owner contended the sole proprietor should be held liable not because he had signed the contract himself, but because he was the alter ego of the corporation. It also asserted that the second corporation should be added as a judgment debtor on both alter ego and successor liability theories. The restaurant owner appeals from an order denying the motion to amend. Court affirm. The judgment could not be amended to add either the sole proprietor or the second corporation as a judgment debtor on an alter ego theory because of due process concerns. Also, the restaurant owner did not adduce substantial evidence to show that the second corporation was the successor to the first.
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