Brevet International, Inc. v. Great Plains Luggage Co.

Brevet International, Inc. (plaintiff) sued golf-bag manufacturer Great Plains Luggage Company (Great Plains) and its principal officers, directors, and shareholders Christopher Crosby, W. Greg Coward, and Alan Krutsch (defendants) to collect a $35,000 management-consulting fee. Great Plains’ manufacturing plant was struggling to make golf bags efficiently enough to ensure prompt delivery to customers. Brevet president Donald MacKintosh met with Crosby and orally agreed that Brevet would provide management-consulting services. The two agreed Brevet would charge a $35,000 fee and be reimbursed for out-of-pocket expenses. For three months Brevet consultants worked with the plant manager installing a management system. Brevet submitted weekly invoices for its expenses addressed to “Chris Crosby, The Great Plains Luggage Company.” Great Plains paid the invoices using corporate checks without Brevet objecting but did not pay the $35,000 fee. Brevet alleged it contracted with Crosby, Coward, and Krutsch individually, or alternatively, that the corporate veil should be pierced to hold them personally liable for Great Plains’ debt. The principals countered that Great Plains was a lawfully formed corporation registered with the South Dakota secretary of state. Despite some irregular recordkeeping, the trial court found Brevet had not shown the level of fraud, injustice, or inequitable consequences required to pierce the corporate veil and granted partial summary judgment refusing to hold the principals liable. Brevet appealed.