Temple v. Bodega Bay Fisheries, Inc.

VAN DYKE, P. J.

This is an appeal from money judgment rendered in an action by creditors of Bodega Fisheries, Inc., a corporation, against that corporation and several individuals and another corporation. The court found that Bodega Fisheries, Inc., a corporation, hereinafter called “Bodega” was the

alter ego

of the other defendants and that they were responsible for its debts. The sole question presented by the appeal is whether or not the facts presented a proper case for the application of the

alter ego

doctrine.

I. Alioto and his wife, she not being a defendant here, were the owners of real property on Bodega Bay in Sonoma County. Upon this property there had been constructed buildings suitable for conducting the business of processing and packing seafood products. Some of the buildings were owned by Mr. and Mrs. Alioto and some were owned by defendant Consolidated Fisheries, Inc., a corporation, hereinafter called “Consolidated.” Within these structures there had been installed necessary equipment, some of which Consolidated owned. For years Consolidated had conducted a business of processing and packaging seafoods purchased from fishermen. Its stock was owned two-thirds by I. Alioto and one-third by Sal Alioto, his brother. Sal was an officer and the manager of Consolidated. Among the structures on the Alioto property was also a small restaurant which for years had been operated by a Mr. and Mrs. Kennison on a basis whereby they paid over to Consolidated one-half of the net profits of the restaurant business.

In late January or early February, 1956, defendant Frank Lucido, on the basis of a report that I. Alioto wanted to sell his interests at Bodega Bay, approached him as one authorized to offer a price therefor. I. Alioto told him he did not want to sell, but would be willing to talk with him at a future time. Shortly thereafter there was a meeting in San Francisco between Lucido, I. Alioto, his brother Sal, a Mr. Hubbard who was employed by the Alioto interests as an accountant, and an attorney representing the same interests. An understanding was reached between those attending the meeting, which we shall call the preorganization meeting, that Lucido would terminate his existing employment; that a corporation

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