Woodruff Construction, LLC v. K.W. Clark

924 N.W.2d 534 (2018)

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Nature of the Case

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Facts

D is an Iowa corporation, with articles of incorporation filed in 1997, then reincorporated in 2001 following an administrative dissolution. D1 is the president, secretary, and treasurer of the corporation. He is also the sole owner and director of the corporation. D1 owns and operates two other entities, Casey Clark Farms and White Pines Farm, which are sole proprietorships. P is a commercial industrial construction company. In April 2010, P contracted with D for lagoon sludge removal. D began work, then in 2011 abandoned the project when D1 determined he had underbid the contract, leaving the work incomplete. P brought a breach of contract action against D. P obtained a judgment against D for $410,066.83 plus interest. P brought suit to pierce the corporate veil of D and recover personally from D1, and impose a constructive trust and equitable lien on all assets of D. The court denied P's request to pierce the corporate veil and denied the request to impose a constructive trust and equitable lien on the assets of D. P appealed.