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Turner v. Turner9/30/2002
(quoting Cater v. Abramo, 201 Md. 339, 343 (1953)).
More recently, in Dulany v. Taylor, 105 Md. App. 619 (1995), the Court said:
"A constructive remedy is a remedy employed by the courts to convert the holder of legal title to property into a trustee `for one who in good conscience should reap the benefits of the possession of said property.' The remedy is applied where property has been acquired by fraud, misrepresentation, or other improper method, or where the circumstances render it inequitable for the title holder to retain the property. The purpose of imposing a constructive trust is to prevent the unjust enrichment of the holder." Id. at 634 (quoting Hamilton v. Caplan, 69 Md. App. 566, 583-84 (1987)(internal citations omitted); see Wimmer v. Wimmer, 287 Md. 663, 668 (1980); Siemiesz v. Amend, 237 Md. 438, 442 (1965); Jahnigen v. Smith, 143 Md. App. 547, 556, cert. denied, ____ Md. ____ (July 18, 2002).
Mr. Turner owned 87% of the shares of BSL. His technical knowledge and skill were obviously crucial to the success of BSL. Although Ms. Turner was instrumental in running the business, and contributed to the Company's success, it goes without saying that BSL depended on appellee's expertise. Given the parties' respective roles in regard to BLS, it was not inherently inequitable or improper for fewer shares to be titled to appellant.
We note, too, that appellant testified that her husband assured her that she had an "equal" interest in BSL, and thus it did not matter how the stock was titled. She did not claim, however, that appellee promised to give her an equal number of shares. The court acknowledged appellant's 50% interest in BSL by awarding appellant 55% of the marital property, inclusive of BSL.
Based on our review of the record, the court's factual findings were not clearly erroneous, the court was not legally incorrect, nor did it abuse its discretion.
XI. Disregarding the Corporate Entity
As an alternative theory of relief, appellant asked the court to disregard the corporate entity of BSL. The court declined to do so, stating:
Plaintiff next argues that the BSL corporate entity should be disregarded and that this court should use it's equitable powers to determine ownership. A Maryland court may pierce the corporate veil only based on fraud or proof that it is necessary to enforce a paramount equity. The rule regarding paramount equities applies when substantially all the stock of a corporation is owned by a single individual, and other factors clearly demonstrate a disregard of the corporate structure. If those factors exist, in order to promote fundamental equity and fairness, courts have experienced "little difficulty" and have shown no hesitancy in applying what is described as the "alter ego" or "instrumentality" theory in order to cast aside the corporate shield and to fasten liability on the individual stockholder. Travel Committee, Inc. v. Pan American World Airways, Inc., 91 Md. App. 123, 158-59 (1992) (quoting DeWitt Truck Brokers, Inc. v. W. Ray Flemming Fruit Co., 540 F.2d 681, 685 (4th Cir. 1976)). However, this doctrine is applied when a shareholder/owner is using the corporate entity as a shield for the perpetration of a fraud against a third party. See Bart Aconti & Sons, Inc. v. Ames-Ennis, Inc., 275 Md. 295, 310 (1975). There are no Maryland cases allowing an actual stockholder to disregard the corporate structure of an entity in which he or she owns stock in order to re-configure that entity.
In this case, BSL is a close corporation. The parties have not demonstrated a wholesale disregard for that structure. The court finds no authority or factual basis to d
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