【正文】 s corporate existence should be ignored in this case. The district court may make such determinations upon the expanded record as are appropriate on the facts and under the guidelines provided herein. 。s private financial records, as well as FAI39。s attempts to justify its action against Black individually. Under the circumstances, the chances that the court39。s desires to order the trial and to keep it within reasonable time limits, as well as its attempts 21 to pensate for defendant39。s of the same office or business location by the corporation and its individual shareholders. We have closely examined the entire record in this matter and genuinely sympathize with the district court39。 and (2) if the acts are treated as those of the corporation alone, will an inequitable result follow? Relevant to the first question is the issue of the 20 degree to which formalities have been followed to maintain a separate corporate identity. The second question looks to the basic issue of fairness under the facts. Individuals who wish to enjoy limited personal liability for business activities under a corporate umbrella should be expected to adhere to the relatively simple formalities of creating and maintaining a corporate entity. In a sense, faithfulness to these formalities is the price paid for the corporate fiction, a relatively small price to pay for limited liability. Furthermore, the formalities are themselves an excellent litmus of the extent to which the individuals involved actually view the corporation as a separate being. In that respect, the following factors, identified in other cases, may be appropriate to the question of whether the corporation and the individual have maintained separate personalities. It is clearly not necessary that all of these factors be present in a given case to justify piercing the veil. The failure of defendant to produce any corporate records, such as minutes, bylaws, articles of incorporation, lists of directors, and so on, creates a strong inference that these records do not exist. That they may have existed at one time is of no consequence. We are concerned here with how defendant has in fact treated the corporation. Failure to maintain the corporate formalities necessary for issuance or subscription to stock, such as formal approval of the stock issue by an independent board of directors. Diversion of the corporation39。s facilities for shipping coal which FAI was to purchase from other sources. Labadie delivered coal under the contracts until late 1978, when it terminated its relationship with Black (or FAI) because FAI was behind in its payments on account. Suit was brought in United States District Court for the District of Columbia, seeking $109, allegedly owed for shipments made. The Court: The mon purpose of statutes providing limited shareholder liability is to offer a valuable incentive to business investment. Although the greatest judicial deference normally is accorded to the separate corporate entity, this entity is still a fiction. Thus, when particular circumstances merit ., when the incentive value of limited liability is outweighed by the peting value of basic fairness to parties dealing with the corporation courts may look past a corporation39。 原文 Maxwell A. Howell, Washington, ., for appellant. F. Murray Callahan, Washington, ., for appellee. Appeal from the United States District Court for the District of Columbia ( Action No. 8000679). Before WRIGHT and WILKEY, Circuit Judges, and McGOWAN, Senior Circuit Judge. Opinion for the Court filed by Circuit Judge WILKEY. BACKGROUND Appellant Labadie is a Kentucky corporation engaged in processing and selling coal at its plant in South Williamson, Kentucky. Appellee Black is the director, president, and sole employee of FAI, which is styled as a closely held family corporation, anized in August 1977 under the laws of Virginia. 19 Acting through FAI, Black presented himself to serve as a broker between buyers and sellers of coal. On 24 May 1978 Black visited Labadie39。 在完成了公司人格否認(rèn)法理與適用情形的分析歸納后 ,法官逐一對應(yīng)分析了案件事實 ,如被告商業(yè)交易都是通過被告 Black先生一人的行為進(jìn)行的；被告未能提供證據(jù)表明FAI的董事在 FAI的活動中發(fā)揮了有意義的作用；被告與 FAI貿(mào)易有限責(zé)任公司擁有一間公司的辦公室 ,并使用他的家庭電話等。公司財產(chǎn)和其他財產(chǎn)的混同：公司財產(chǎn)或其他財產(chǎn)不是用作公司的用途。 法院總結(jié)在其他案例中所確認(rèn)的對于公司和自然人之間是否保持了獨立人格這一問題的判斷因素，主要有：未能保有公司記錄或公司記錄不足 。在某種程度上說 ,遵守這些法律形式是為擬制公司所付出的代價 —— 對于有限責(zé)任而言一個相對小的代價。因此 ,當(dāng)出現(xiàn)特殊的情形 ,法院就要回顧公司的存續(xù)形式 ,而讓股東或其他控制公司的自然人為“公司”債務(wù)承擔(dān)責(zé)任。一審未被法院支持 , Labadie上訴至巡回法院。 Labadie直到 1978年后期才根據(jù)合同運送煤礦 ,而其時Labadie已經(jīng) 由于 FAI逾期支付而終止了與 Black（ 或 FAI） 的關(guān)系。 1978年5月 24日 , Black參觀 Labadie’ s的煤礦準(zhǔn)備車間 ,檢查了設(shè)備并且詢問了購買煤礦的相關(guān)事宜。被上訴人 Black是 FAI的董事、主席和唯一的雇員 , FAI是一間“封閉的家族公司” ,于 1977年 8月根據(jù)弗吉尼亞州的法律成立。 法院的意見提交 來自 巡回法官 WILKEY。 16 參考文獻(xiàn) [1]朱慈蘊：《公司法人格否認(rèn)法理研究》 [M].法律出版社 1998 年第 1 版 . [2]朱慈蘊：《公司法人格否認(rèn)制度理論與實踐》 [M].人民法院出版社 2020 年第 1 版 . [3]張衛(wèi)平：《守望想象的空間》 .法律出版社 [M]. 2020 年第 1 版 . [4]姜婉瑩：公司法人格否認(rèn)之人格混同情形司法適用研究 [J]. 《商事法論集》 2020年 01期： P277P335 17 附錄 Labadie Coal Company, Kentucky Cor