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Childs v. Purll9/8/2005
ppellants proffered no evidence that they created or used their management company to perpetrate fraud. Appellants argue that the court erred in viewing their effort to hold the individual Willoughby defendants personally liable as merely a failed attempt to "pierce the corporate veil." Rather, appellants argue, since Lawrence, David and Robert Willoughby ran the management company together and were its only officers and decision-makers, it can be inferred that the company's torts were committed by them personally. We agree with appellants that the trial court's analysis, while not incorrect as far it went, did not go far enough.
Even absent grounds to pierce the corporate veil, "corporate officers are not shielded by the limited liability of the corporation for liability for their own tortious acts." Camacho v. 1440 Rhode Island Ave. Corp., 620 A.2d 242, 246 (D.C. 1993). "They are individually liable for the torts which they 'commit, participate in, or inspire,' even though the acts are performed in the name of the corporation." Id. (quoting Vuitch v. Furr, 482 A.2d 811, 821 (D.C. 1984)). Therefore, we have reiterated, "corporate officers, charged in law with affirmative official responsibility in the management and control of the corporate business, cannot avoid personal liability for wrongs committed by claiming that they did not authorize and direct that which was done in the regular course of that business, with their knowledge and with their consent or approval, or such acquiescence on their part as warrants inferring such consent or approval." Vuitch, 482 A.2d at 821 (citations omitted). "Sufficient participation [for the attachment of liability] can exist when there is an act or omission by the officer which logically leads to the inference that he had a share in the wrongful acts of the corporation which constitute the offense." Id.; accord, Camacho, 620 A.2d at 247; see also Snow v. Capitol Terrace, Inc., 602 A.2d 121, 127 (D.C. 1992).
The trial court erred in not evaluating the negligence claims against Lawrence, David and Robert Willoughby in accordance with the foregoing legal standards. We think the prudent course is not to attempt to apply those standards ourselves, but instead to remand the case for the trial court to do so in the first instance. It is true that, " s a reviewing court, we are not limited to reviewing the legal adequacy of the grounds the trial court relied on for its ruling; if there is an alternative basis that dictates the same result, a correct judgment must be affirmed on appeal." Kerrigan v. Britches of Georgetowne, Inc., 705 A.2d 624, 628 (D.C. 1997) (citing, inter alia, Marinopoliski v. Irish, 445 A.2d 339, 340 (D.C. 1982)). Here, however, the issue of the individual Willoughby defendants' personal liability is a multifaceted factual question, and one that is not clearly presented by the existing, rather sparse, evidentiary record on appeal. Based on our own examination of that record, we are not prepared at this juncture to conclude that the individuals cannot be found personally responsible for any torts of negligence against appellants. The particular facts, cited by the trial court in its decision, that David and Robert Willoughby never inspected or even visited appellants' apartment during the term of their lease, were not directly involved in the management of the property during that period of time, and were not aware that a lead paint hazard existed on the premises, are not dispositive; for David and Robert Willoughby's alleged negligence essentially was in allowing their company to rent an apartment with lead-based paint to appellants in violation of the Housing Regulations and without warning appellants of the lead poisoning danger to which they were e
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