JAMES D. PISTER, SKYRAD MEDICAL IMAGING, INC., and NORTHWEST MEDICAL IMAGING, INC., Appellants,
STATE OF ALASKA, DEPARTMENT OF REVENUE, Appellee
Appeal from the Superior Court of the State of Alaska, First Judicial District, Juneau, Louis J. Menendez, Judge. Superior Court No. 1JU-08-00847 CI.
James D. Pister, M.D., Pro se, Federal Way, Washington, and William M. Bankston, Bankston Gronning O'Hara, P.C., Anchorage, for Appellants.
Christopher Peloso, Assistant Attorney General, and Michael C. Geraghty, Attorney General, Juneau, for Appellee.
Before: Fabe, Chief Justice, Winfree, Stowers, Maassen, and Bolger, Justices.
FABE, Chief Justice.
The State seeks to hold the sole shareholder, director, and employee of a closely held Washington corporation personally liable for the corporation's unpaid tax debts. The superior court pierced the corporation's corporate veil, ruled that the shareholder's successor corporation was liable for the tax debt, voided two contract transfers as fraudulent conveyances, and ruled that the shareholder had breached fiduciary duties to the corporation
and the State as the corporation's creditor. The shareholder and corporation appeal the superior court's decision to pierce the corporate veil, arguing that the superior court erred by not barring the State's suit under the principle of res judicata, by applying Alaska rather than Washington veil-piercing law, and by making clear factual errors. The shareholder and corporation also appeal the superior court's finding that two contracts were fraudulently conveyed.
We conclude that res judicata does not bar the State from seeking to pierce the corporation's corporate veil to collect a corporate tax debt established in an earlier case. We further conclude that the corporation's corporate veil was properly pierced under both Alaska and Washington law. And although the superior court's fraudulent conveyance determination contained errors of fact, they are unlikely to affect the relief the State seeks. We therefore affirm the superior court's decision in part, reverse it in part, and remand for further proceedings only to the extent necessary.
II. FACTS AND PROCEEDINGS
Dr. James Pister has practiced radiology in Alaska since 1977. In 1988 he incorporated his radiology business as a Washington corporation, Northwest Medical Imaging, Inc. (Northwest Medical). Washington administratively dissolved Northwest Medical in 1990, although Pister was apparently not aware of this until 1998. Pister wound up the affairs of Northwest Medical from late 1998 into early ...