COA Allows Veil Piercing And Civil Conspiracy Claim To Go Forward, Despite Intracorporate Immunity Doctrine

In a case yesterday, the COA reversed a trial court's Rule 12(b)(6) dismissal of veil piercing and civil conspiracy claims brought by the State against an LLC and the owner and member-manager of the LLC. The COA held that the complaint's allegations were sufficient to state these claims.

In concluding that the State adequately pleaded a civil conspiracy claim, the COA also held that the State adequately pleaded around the intracorporate immunity doctrine (the doctrine provides that, since at least two persons must be present to form a conspiracy, a corporation can't conspire with himself, just as an individual can't conspire with himself). The COA held the complaint did so by pleading that the owner/manager had an independent personal stake in achieving the company's alleged illegal objective (which is an exception to the doctrine).

Judge Wynn dissented in part, concluding that the complaint didn't adequately plead a civil conspiracy claim. This marks two dissents yesterday by Judge Wynn in civil cases where he concluded, alone, that complaints didn't contain well-pleaded allegations establishing the elements of claims. (See today's post below on Pinewood Homes, where Judge Wynn concluded in dissent that the plaintiff failed to state claims for tortious interference and abuse of process.)