law-personal liability for debt | statute of frauds as to liability for the debt of another | piercing the corporate veil |
indemnity | bond | forfeiture-of-corporate-privileges | can corporation be a litigant if privileges revoked? |
liability-of-
directors-officers-of-corporation | forfeiture of corporate privileges | individual liability for debt | liability based on
personal guaranty agreement | alter ego theory |  
Also see: personal liability for torts of another |
negligent entrustment | individual personal liability of governmental
officials or employees sued in their individual capacity |

A party seeking to escape personal liability under a contract by pleading he acted as a trustee bears the burden
of showing he was in fact a trustee and not simply trying to evade liability by signing the contract “as trustee.”  
Nolana Dev. Ass’n, 682 S.W.2d at 249; Anzilotti, 899 S.W.2d at 267–68.

PERSONAL LIABILITY FOR DEBT

McCarroll v. My Sentinel, LLC (pdf) (Tex.App. - Houston [14th Dist.] Dec. 10, 2009)(Hedges) (personal liability
imposed on officers and directors based on forfeiture of corporate charter, res judicata not applicable)
My Sentinel, L.L.C. sued Steven and Robbie McCarroll, among other directors and officers of 4M Security
Systems, Inc., to collect on a judgment previously obtained against that corporation.  My Sentinel alleged that 4M’
s corporate charter had been forfeited, and on that basis, My Sentinel sought to
impose liability for the
corporation’s debt against its directors and officers pursuant to Texas Tax Code section 171.255.  At the
conclusion of the plaintiff’s case-in-chief, the McCarrolls moved for
directed verdict on the grounds that (1)
application of the doctrine of res judicata barred My Sentinel’s claim, and (2) the debt in question was not created
or incurred in Texas as required for the imposition of liability against a director or officer of a corporation under
section 171.255.  The trial court denied the motion, and at the conclusion of trial awarded My Sentinel $58,406.89
jointly and severally against the McCarrolls.[1]  In their two issues on appeal, the McCarrolls contend that the trial
court erred in denying each of their grounds for directed verdict.  We affirm.
AFFIRMED: Opinion by
Chief Justice Hedges    
Before Chief Justice Hedges, Justices Seymore and Sullivan   
14-08-01171-CV  Steven and Robbie McCarroll v. My Sentinel, LLC.,   
Appeal from 405th  District Court of Galveston County
Trial Court Judge: Wayne J. Mallia


McShaffry v. Amegy Bank N.A. (Tex.App.- Houston [1st Dist.] Apr. 2, 2009)(Bland)
(
promissory note suit, extinguishment by guarantor)
To recover on the
guaranty of a note, a party must show proof of the existence and ownership of the guaranty
contract, the terms of the underlying contract by the holder, the occurrence of the conditions upon which liability is
based, and the failure or refusal to perform by the guarantor.  Wiman v. Tomaszewicz, 877 S.W.2d 1, 8 (Tex. App.
—Dallas 1994, no writ).  

Here, the affidavit testimony of Steven Shreck, Vice President of Amegy, attached to Amegy’s April 2007 motion
for summary judgment, establishes that Amegy is the holder of a note and that the note was executed by the
limited partnership.  Shreck averred that Amegy was the holder of the note and that there was an outstanding
balance due and owing of $139,244.87 on the note.  He provided a true and correct copy of the note attached to
his affidavit.  Shreck also attached copies of the guaranty agreements to his affidavit.  Thus, Amegy carried its
burden of proof for summary judgment.  When a movant has carried its summary judgment burden, the non-
movant then must raise a material fact issue precluding summary judgment.  Virginia Indonesia Co. v. Harris
County Appraisal Dist., 910 S.W.2d 905, 907 (Tex. 1995). McShaffry contends that he raised the issue of
extinguishment when Amegy (now Brinsden) moved to modify the judgment.



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