Eugene E. Taszarek, Marlys J. Taszarek, Trina E. Schilling, Steven E. Taszarek, and Michael E. Taszarek, Plaintiffs and Appellees
Lakeview Excavating, Inc., Brian Welken, German Township, and Dickey County, Defendants and Brian Welken, Defendant and Appellant
from the District Court of Dickey County, Southeast Judicial
District, the Honorable Daniel D. Narum, Judge.
William C. Black, Bismarck, ND, for plaintiffs and appellees.
Douglas W. Gigler, Fargo, ND, for defendant and appellant.
VANDEWALLE, CHIEF JUSTICE.
Brian Welken appealed a district court judgment piercing
Lakeview Excavating, Inc.'s corporate veil and holding
him personally responsible for money damages awarded to
Eugene Taszarek, Marlys Taszarek, Trina Schilling, Steven
Taszarek, and Michael Taszarek. We reverse and remand,
concluding the court's findings are inadequate to permit
In the spring of 2012, German Township in Dickey County
selected Lakeview Excavating as a contractor for FEMA-funded
road projects. Welken was Lakeview Excavating's president
and sole shareholder. A farmer who owned land adjacent to
land owned by the Taszareks permitted Lakeview Excavating to
enter his property to harvest field rock used for the road
projects. However, Lakeview Excavating also took rock from
the Taszareks' property that was used in the road
The Taszareks sued Lakeview Excavating and Welken for
intentional trespass, conversion of property, and unjust
enrichment. The trespass and conversion claims were tried to
a jury. The jury returned a verdict in the Taszareks'
favor, finding Lakeview Excavating was the alter ego of
Welken and holding both parties liable for damages. In
Taszarek v. Welken, 2016 ND 172, ¶¶ 24,
26-27, 883 N.W.2d 880, we reversed and remanded, concluding
that while Welken had consented to the jury deciding the
alter ego issue, the district court did not adequately
instruct the jury on the alter ego doctrine.
On remand the district court ordered a March 2018 bench trial
on the issue of whether Lakeview Excavating was the alter ego
of Welken. At the conclusion of trial, the court requested
the parties submit closing arguments and proposed findings.
The court adopted the proposed findings submitted by the
Taszareks and found Welken used Lakeview Excavating and other
corporate entities to conceal his individual dealings. The
court concluded Lakeview Excavating was the alter ego of
Welken and ruled the Taszareks could recover damages from
either Welken or Lakeview Excavating.
Welken argues the district court erred in piercing Lakeview
Excavating's corporate veil and holding him personally
liable for the Taszareks' damages.
Generally, the officers and directors of a corporation are
not liable for the ordinary debts of a corporation; however,
the corporate veil may be pierced when the legal entity is
used to justify wrong, defeat public convenience, protect
fraud, or defend crime. Coughlin Constr. Co., Inc. v.
Nu-Tec Indus., Inc., 2008 ND 163, ¶ 19, 755 N.W.2d
867 (citing Intercept Corp. v. Calima Fin., LLC,
2007 ND 180, ¶ 15, 741 N.W.2d 209; Axtmann v.
Chillemi, 2007 ND 179, ¶ 12, 740 N.W.2d 838). Under
the alter ego approach to piercing the corporate veil:
[T]here must be such a unity of interest and ownership
between the corporation and its equitable owner that the
separate personalities of the corporation and the shareholder
do not in reality exist, and there must be an inequitable
result if the acts in question are treated as those of the
Taszarek, 2016 ND 172, ¶ 10, 883 N.W.2d 880
(quoting Red River Wings, Inc. v.Hoot,
Inc., 2008 ND 117, ¶ ...