F&M MARKETING SERVICES, INC.
CHRISTENBERRY TRUCKING AND FARM, INC. ET AL.
Session September 13, 2016.
from the Chancery Court for Knox County No. 182985-2 Clarence
E. Pridemore, Jr., Chancellor
question presented is whether the corporate veil of
Christenberry Trucking and Farm, Inc. (CTF), should be
pierced and its sole shareholder, Clayton V. Christenberry,
Jr., be held personally liable for a debt owed by CTF to
F&M Marketing Services, Inc. In 2012, F&M obtained a
judgment against CTF for breach of contract. By that time,
CTF, a trucking company, had suffered mortal setbacks
primarily owing to the great recession. CTF was
administratively dissolved that same year. CTF had no assets
to satisfy the judgment. F&M brought this action, seeking
to hold Mr. Christenberry personally liable for the debt.
After a bench trial, the court held that F&M did not meet
its burden of proving that CTF's corporate veil should be
pierced. F&M appeals. We affirm the trial court's
R. App. P. 3 Appeal as of Right; Judgment of the Chancery
Christopher J. Oldham, Knoxville, Tennessee, for the
appellant, F&M Marketing Services, Inc.
T. McArthur, Melanie E. Davis, and Carlos A. Yunsan,
Maryville, Tennessee, for the appellees, Christenberry
Trucking and Farm, Inc., and Clayton V. Christenberry, Jr.
Charles D. Susano, Jr., J., delivered the opinion of the
court, in which Thomas R. Frierson, II, and Brandon O.
Gibson, JJ., joined.
CHARLES D. SUSANO, JR., JUDGE.
the second appeal of this action to pierce the corporate
veil. On the first appeal, this Court found "the trial
court's findings of fact and conclusions of law
insufficient to facilitate appellate review, " vacated
the judgment of the trial court, and remanded for sufficient
findings of fact and conclusions of law. F&M
Marketing Servs., Inc. v. Christenberry Trucking and Farm,
Inc., No. E2015-00266-COA-R3-CV, 2015 WL 6122872, at *1
(Tenn. Ct. App., filed Oct. 19, 2015). Our earlier opinion
provides the following brief factual and procedural
[T]he trial court entered a written order on February 13,
2012 awarding F & M a judgment totaling $375, 524.29 plus
post-judgment interest. The trial court entered its final
judgment on February 13, 2012.
At the time the trial court entered judgment, [CTF] had no
assets to satisfy the judgment. After learning this, F &
M commenced an action on May 25, 2012 seeking to disregard
the corporate entity of [CTF] and hold its primary
shareholder, Clayton Christenberry, Jr., personally liable
for the judgment against the corporation.
* * *
On February 4, 5, and 6, 2015, the trial court conducted a
trial on F & M's action to pierce the corporate veil
of [CTF]. At the conclusion of the trial, the trial court
orally ruled from the bench, concluding that F & M had
not carried its burden to prove that the corporate veil
should be pierced. . . . Accordingly, the trial court
dismissed the entirety of F & M's claims against all
of the defendants. F & M filed a timely notice of appeal.
Id. at *1, *2. In the first appeal, we concluded:
Here, the eleven factors in [FDIC v.]
Allen[, 584 F.Supp. 386 (E.D. Tenn. 1984)] require a
fact-intensive inquiry for each individual case; the
necessity for sufficient findings of fact and conclusions of
law cannot be overstated in cases where a party seeks to
pierce the corporate veil, as it "depends on the
specific facts and circumstances of the case."
* * *
Respectfully, the trial court's failure to render
specific findings concerning the factors, and even more
importantly, the trial court's failure to render legal
conclusions as to any of the factors, warrant a vacatur of
the final judgment. Under these circumstances, the
appropriate remedy is to vacate the judgment and remand to
the trial court for the entry of an order compliant with Rule
Id. at *6.
remand, the trial court entered an order containing factual
findings in support of its conclusion that the proof was
insufficient to warrant piercing the corporate veil of CTF
and imposing personal liability on its shareholder. F&M
has again appealed this decision.
issue presented is whether the trial court erred in holding
that F&M did not meet its burden of proof to demonstrate
that the corporate veil of CTF should be pierced.
Our standard of review is as follows:
Where, as here, the trial court sits without a jury, we
review findings of facts de novo upon the record accompanied
by a presumption of correctness unless the preponderance of
the evidence is otherwise. Tenn. R. App. P. 13(d); In re
Adoption of A.M.H., 215 S.W.3d 793, 809 (Tenn. 2007).
Questions of law . . . are reviewed de novo with no
presumption of correctness. Adoption of A.M.H., 215
S.W.3d at 809; Kirkpatrick v. O'Neal, 197 S.W.3d
674, 678 (Tenn. 2006).
Christenberry Trucking & Farm, Inc. v. F&M
Marketing Servs., Inc., 329 S.W.3d 452, 457 (Tenn. Ct.
App. 2010),  quoting In re Angela E., 303