What is the test for establishing that a corporation is controlled or dominated by an individual?

California, United States of America


The following excerpt is from Evans v. El Dorado Improvement Co., 119 Cal.Rptr. 889, 46 Cal.App.3d 84 (Cal. App. 1975):

'It must be shown that the corporation is dominated or controlled by the individual or other corporation, but it is not enough merely to show a 'one-man' or 'two-man' corporation, or ownership of a subsidiary by the parent. The general rule requires a further showing that failure to disregard the entity would sanction a fraud or promote injustice. These limitations are stated in Minifie v. Rowley (1921) 187 C. 481, 487, 202 P. 673, as follows: 'Before the acts and obligations of a corporation can be legally recognized as those of a particular person, and vice versa, the following combination of circumstances must be made to appear: First, that the corporation is not only influenced and governed by that person, but that there is such a unity of interest and ownership that the individuality, or separateness, of the said person and corporation has ceased; second, that the facts are such that an adherence to the fiction of the separate existence of the corporation would, under the particular circumstances, sanction a fraud or promote injustice.''

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