Glenville Ratliff, by counsel Paul S. Detch appeals the
Circuit Court of Greenbrier County's October 7, 2016,
order granting respondent's motion for a new trial.
Respondent R.T. Rogers Oil Company, Inc., by counsel James R.
Sheatsley, filed a response and a supplemental appendix.
Petitioner filed a reply. On appeal, petitioner argues that
the circuit court erred in granting respondent's motion
because it failed to make appropriate findings of fact and
conclusions of law to support its order.
Court has considered the parties' briefs and the record
on appeal. The facts and legal arguments are adequately
presented, and the decisional process would not be
significantly aided by oral argument. Upon consideration of
the standard of review, the briefs, and the record presented,
this Court finds no substantial question of law and no
prejudicial error. For these reasons, a memorandum decision
affirming the circuit court's order is appropriate under
Rule 21 of the Rules of Appellate Procedure.
operated several businesses in Greenbrier County, West
Virginia. Petitioner was a ninety percent shareholder in a
corporation known as C&G Corporation, with his daughter
holding the remaining shares. This corporation, created in
2005, purchased oil and gasoline products from respondent.
Respondent also loaned petitioner's corporation money to
erect a canopy over gas pumps that the corporation owned.
Eventually, the corporation entered bankruptcy. At the time
of bankruptcy, the corporation owed respondent $80, 000. This
debt was eventually discharged in bankruptcy.
the bankruptcy proceeding, respondent filed a civil action
against petitioner, individually, and sought to pierce the
corporate veil in regard to satisfying the outstanding debt
owed. In March of 2016, the matter proceeded to a jury trial,
during which the jury answered a number of interrogatories.
In response to one interrogatory, the jury found that
"there is such unity of interest and ownership that
separate personalities of C&G Corporation and
[petitioner] Glenville Ratliff no longer existed."
However, the jury did not find that an inequitable result
would occur if petitioner was not held personally liable for
the debt owed to respondent. As such, the jury found
unanimously in petitioner's favor.
Shortly after the jury's verdict, respondent moved for a
new trial under Rule 59 of the West Virginia Rules of Civil
Procedure. In support of its motion, respondent argued that
it was the only party that presented evidence as to fairness,
or lack thereof. In ruling on respondent's motion, the
circuit court found that "[t]he evidence . . .
overwhelmingly showed that [petitioner's] bankrupt
corporation, C&G Corporation, was comingled not only with
[petitioner's] other businesses, but with
[petitioner's] personal finances." As such, the
circuit court found that the jury's interrogatory answers
"showed that prong one of the test to pierce the
corporate veil could be satisfied." Further, the circuit
court found that the jury's finding that it would be
inequitable to assess the corporation's liability against
petitioner, individually, was against the weight of the
evidence. The circuit court ultimately granted
respondent's motion by order entered on October 7, 2016.
It is from this order that petitioner appeals.
previously established that
"[a]s a general proposition, we review a circuit
court's rulings on a motion for a new trial under an
abuse of discretion standard. In re State Public Building
Asbestos Litigation, 193 W.Va. 119, 454 S.E.2d 413
(1994) . . . . Thus, in reviewing challenges to findings and
rulings made by a circuit court, we apply a two-pronged
deferential standard of review. We review the rulings of the
circuit court concerning a new trial and its conclusion as to
the existence of reversible error under an abuse of
discretion standard, and we review the circuit court's
underlying factual findings under a clearly erroneous
standard. Questions of law are subject to a de novo
review." Tennant v. Marion Health Care Found.,
Inc., 194 W.Va. 97, 104, 459 S.E.2d 374, 381 (1995).
Williams v. Charleston Area Medical Center, Inc.,
215 W.Va. 15, 18, 592 S.E.2d 794, 797 (2003). Upon our
review, we find no error in the proceedings below.
appeal, petitioner argues that the circuit court failed to
make appropriate findings of fact and conclusions of law to
support its order, as required by Rule 59(d) of the West
Virginia Rules of Civil Procedure. However, petitioner fails
to acknowledge that Rule 59(d) is inapplicable to the current
matter. According to Rule 59(d), a circuit court may,
"on its own, . . . order a new trial for any
reason that would justify granting one on a party's
motion." (emphasis added). Rule 59(d) goes on to
instruct that "[w]hen granting a new trial on its own
initiative or for a reason not stated in a motion, the
[circuit] court shall specify the grounds in its order."
The circuit court's order granting respondent a new trial
in this matter was not entered on the circuit court's own
initiative. Rather, it was entered in response to
respondent's motion for such relief. As such, the circuit
court was bound not by Rule 59(d), but by Rule 59(a)
governing the granting of new trials upon motions by parties.
As such, petitioner's entire argument is premised upon an
petitioner's argument ignores the fact that the circuit
court made abundant findings of fact and conclusions of law
in support of its order. In addressing a party's ability
to pierce a corporate veil, we have held as follows:
In a case involving an alleged breach of contract, to
"pierce the corporate veil" in order to hold the
shareholder(s) actively participating in the operation of the
business personally liable for such breach to the party who
entered into the contract with the corporation, there is
normally a two-prong test: (1) there must be such unity of
interest and ownership that the separate personalities of the
corporation and of the individual shareholder(s) no longer
exist (a disregard of formalities requirement) and (2) an
inequitable result would occur if the acts are treated as
those of the corporation alone (a fairness requirement).
Syl. Pt. 3, Laya v. Erin Homes, Inc., 177 W.Va. 343,
352 S.E.2d 93 (1986). Here, the parties acknowledge that the
jury found that there was such unity of interest and
ownership that separate personalities of C&G Corporation
and petitioner no longer existed. However, despite
recognizing the fact that petitioner comingled funds among
his other businesses and his own personal finances, the jury
declined to find that an inequitable result would occur if
petitioner was not held personally liable for the debt owed
to respondent. In ruling on respondent's motion, the
circuit court ruled that this finding was "against the
clear weight of the evidence and plainly contrary to the
evidence presented." According to the circuit court,
petitioner's own admissions showed that "C&G
Corporation was operating as a corporate shell and that
grossly inadequate capitalization, combined with disregard of
corporate formalities, caused basic unfairness to"
respondent. The jury's finding in this regard allowed
petitioner, in the circuit ...