Turner v. Turner9/30/2002
Id. at 489.
Distinguishing the de facto corporation doctrine from corporate estoppel, the Court recognized that there is
a wide difference between creating a corporation by means of the de facto doctrine and estopping a party, due to his conduct in a particular case, from setting up the claim of no incorporation. Although some cases tend to assimilate the doctrines of incorporation de facto and by estoppel, each is a distinct theory and they are not dependent on one another in their application. Cranson, 234 Md. at 487.
Because IBM "dealt with the Bureau as if it were a corporation and relied on its credit rather than that of Cranson," the Court concluded that IBM was "estopped to assert that the Bureau was not incorporated at the time the typewriters were purchased." Id. at 488. See Crosse v. Callis, 263 Md. 65, 72-75 (1971); Hill v. County Concrete Co., Inc., 108 Md. App. 527, 537 (1996) (stating that the Cranson Court "recognize the doctrine of corporate estoppel and distinguished it from the doctrine of de facto corporations"); see also Wolfe v. Warfield, 266 Md. 621, 629 (1972); Cardellino v. Comptroller of the Treasury, 68 Md. App. 332, 340, cert. denied, 307 Md. 596 (1986); 8 Fletcher Cyclopedia Corporations §§ 3910, 3911, at 225, 231 (Perm. Ed. 1992).
Applying to this case the spirit of the Court's reasoning in Cranson, we conclude that appellant is estopped from denying the corporate status of BSL. Appellant received substantial sums over the years from BSL. Moreover, appellant has consistently recognized BSL as a corporation. The adage, "What is good for the goose, is good for the gander," seems particularly apt here.
Were we to conclude, as appellant urges, that BSL is really a partnership or an unincorporated association, such a determination would not automatically expose appellee to individual liability. Maryland Code (1974, 1998 Repl. Vol.), § 11-105 of the Courts and Judicial Proceedings Article ("C.J.") provides:
§ 11-105. Judgment against unincorporated association.
In any cause of action affecting the common property, rights, and liabilities of an unincorporated association, joint stock company, or other group which has a recognized group name, a money judgment against the group is enforceable only against the assets of the group as an entity, but not against the assets of any member. See Himelstein v. Arrow Cab, 113 Md. App. 530, 539 (1997) ("`[C.J. § 11-105] is in accordance with the theory that while the unincorporated association may be liable for the torts of one of its individual members, and the individual members may be liable for the torts of the association, the individual members are not liable for one another's torts.'"), aff'd, 348 Md. 558 (1998); Rubin v. Weissman, 59 Md. App. 392, 406-07 (1984).
Despite the notion that a court may pierce the corporate veil to enforce a paramount equity, appellant has not referred us to any Maryland case in which the corporate veil was pierced on grounds other than fraud. See Residential Warranty Corp., 126 Md. App. at 307; see also Travel Committee, 91 Md. App. at 158 (stating that, " otwithstanding its hint that enforcing a paramount equity might suffice as a reason for piercing the corporate veil, the Court of Appeals to date has not elaborated upon the meaning of this phrase or applied it in any case of which we are aware"). See also G. Michael Epperson & Joan M. Camny, The Capital Shareholder's Ultimate Calamity: Pierced Corporate Veils and Shareholder Liability in the District of Columbia, Maryland, and Virginia, 37 Cath. U.L. Rev. 605, 621 (1988) (stating that Maryland Courts "have not found an equitable interest more important than th
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