A manpower agency provided employees to a company operating a nursing home. The nursing home ran into financial difficulties, ceased operations, and owed money to the manpower agency, who demanded them also from a person who was the shareholders of the holding company of the company managing the hotel and the director of the operating company.
The Court dismissed the personal claim against the director and shareholder. Generally, a contractual engagement with a company does not impose personal liability on its organs or officers for the company's breach of contract. Here the director was not a party to the agreement or a guarantor thereof. Piercing the corporate veil and obligating shareholders is an extreme remedy used only in exceptional cases of abuse of the separate legal personality (such as fraud or depriving creditors), and imposing personal liability in tort or contract requires proof of subjective personal fault at a high evidentiary standard. Here, the nursing home's collapse resulted from unplanned external circumstances (the COVID-19 crisis and a surprising eviction demand from the landlord) and funds did not reach the personal pocket of the shareholder who also held the shares through a holding company and not personally and thus a double piercing of the corporate veil is required, a thing that was not sought. Therefore, the claim against the director and shareholder was dismissed.