Supreme Court

22-1085 - Keyes v. Weller

Keyes v. Weller

Case number: 22-1085
Legal category: Intentional Torts
Subtype: Fraud
Set for oral argument: January 31, 2024

Case Summary

At issue is whether Section 21.223 of the Business Organizations Code shields a corporate agent from being held personally liable for torts committed during the course and scope of employment or in the role of corporate agent.

David Weller, the president and sole member of IntegriTech Advisors, spent several months in employment negotiations with MonoCoque Diversified Interests LLC, which is wholly owned by Mary Alice Keyes and Sean Leo Nadeau. The parties exchanged emails detailing compensation terms, Weller’s salary, IntegriTech’s training supplement, and payments based on quarterly revenues. Weller had other employment opportunities available but, in reliance on MonoCoque’s representations, declined those opportunities and accepted MonoCoque’s employment offer. After Weller’s acceptance, MonoCoque refused to pay him the promised revenue payments for the first quarter. Weller quit and in later discussions was told that MonoCoque had never intended to pay quarterly revenue interest or a training supplement.

Weller filed suit asserting various fraud claims against Keyes and Nadeau alleging that they were personally liable for their own fraudulent and tortious conduct notwithstanding that they were acting as agents of MonoCoque. Keyes and Nadeau filed a motion for partial summary judgment on all of Weller’s claims against them in their individual capacities. The trial court granted the motion, but the court of appeals reversed.

Keyes and Nadeau petitioned the Supreme Court for review, arguing that Weller only relied on statements that Keyes and Nadeau made in their capacity as representatives of MonoCoque and that Section 21.223 shields corporate agents from personal liability for the corporation’s contractual obligations. Weller responds that Section 21.223 only shields veil-piercing theories of liability and was never intended to preclude personal tort liability.

The Court granted the petition for review.

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