The Superior Court of Cherokee County granted summary judgment to Dr. David E. Fields, in Dr. Thomas Boswell and Dr. Denville Darnell’s “plaintiffs” action against Primary Care Professionals, P.C. “Primary Care” and its corporate president, Fields, individually, based upon Primary Care’s alleged breach of the terms of a contract to purchase plaintiffs’ medical practice. The court found that the plaintiffs failed to pierce the corporate veil so as to create liability in Fields individually for Primary Care’s alleged breach of contract. Plaintiffs appeal, claiming the trial court erred in its finding because Primary Care was the “alter ego and instrumentality” of Fields, and he used such corporate entity as a means to defraud plaintiffs and evade the obligations of the sales contract. The record shows these contentions to be meritless. Accordingly, we affirm the judgment of the court below. Plaintiffs formed the Tate Community Clinic and practiced there for forty years. In 1993, they entered into an “Agreement for Sale of Professional Practice” “agreement” with Primary Care, a corporation formed solely for the purpose of purchasing the Tate Clinic. At the time of the purchase, Fields was vice president of the corporation and later, in 1996, became its president.1 The total sales price under the agreement was $300,000, with $50,000 to be paid at closing and the balance of $250,000 to be paid over ninety-six months at 8 percent interest.2 A note was executed reflecting this financial arrangement. Simultaneously, a security agreement was executed in favor of plaintiffs and covering as collateral “all that property transferred to Primary Care under the terms of that certain Agreement of Sale of Professional Practice, including, but not limited to all inventory, accounts receivable, furniture and fixtures.”
Fields was never employed by Primary Care and did not practice at the Tate Clinic.3 In his deposition, it was established that Tom Cartledge with Oakside Investments was hired as an administrator to handle corporate and financial matters for Primary Care. Fields deposed that he was unaware of the details of Primary Care’s corporate and financial situation because he left such matters up to Cartledge and others. Fields testified that he attended regular shareholders meetings for Primary Care, but he remembered nothing specific about them. He stated, “I have signed a lot of corporate minutes, I don’t remember when or what the circumstances were.” At no time did Fields receive compensation, income, or, apparently, any form of benefit from Primary Care “because they just never turned a profit.”
