We take up first the question of whether the trial court erredin piercing the corporate veil of On Top to hold Russell Nugentpersonally liable on plaintiffs' claims. Shareholder insulationfrom liability for corporate debts or obligations has been acornerstone of corporate law in the United States since the 19thcentury. . Although courts will look through corporateorganizations to individuals when necessary to prevent injustice,doing so is the exception rather than the rule, and, ordinarily, acorporation will be regarded as a separate legal entity even thoughthere is but a single stockholder.

.Courts will pierce the corporate veil or disregard thecorporate entity once a plaintiff shows:

(1) Control, not mere majority or complete stock control, butcomplete domination, not only of finances, but of policy andbusiness practice in respect to the transaction attacked so thatthe corporate entity as to this transaction had at the time noseparate mind, will or existence of its own; and

(2) Such control must have been used by the defendant to commitfraud or wrong, to perpetrate the violation of a statutory or otherpositive legal duty, or dishonest and unjust act in contraventionof plaintiff's legal rights; and

(3) The aforesaid control and breach of duty must proximatelycause the injury or unjust loss complained of.

"Where a corporation is used for an improper purpose and toperpetrate injustice by which it avoids its legal obligations,`equity will step in, pierce the corporate veil and grantappropriate relief.'"

   There was substantial evidence to support the trialcourt's finding that the three-part test for piercing the corporateveil was satisfied in this case. Russell Nugent was clearly incontrol of On Top Roofing, Inc. He and his wife were the soleshareholders of the corporation and he was the president and chiefoperating officer and clearly made all the decisions.

There also was substantial evidence to support the second andthird prongs of the test. A court may pierce the corporate veil ordisregard the separate legal entity of the corporation and theindividual where the separateness is used as a subterfuge todefraud a creditor. . But actual fraud is not necessarily apredicate for piercing the corporate veil; it may also be piercedto prevent injustice or inequitable consequences. From the evidenceit appears that Russell Nugent was operating an intricate corporateshell game in which he would cease doing business as one corporateentity when he was unable to pay the corporation's creditors and hethen would form another corporation in place of the prior one inorder to get a "fresh start." After On Top supposedly went out ofbusiness in the summer of 1987, for at least two years Nugentcontinued to run an On Top Roofing Yellow Pages ad, kept the On TopRoofing name on the sign on the building at 614 Main, kept the OnTop Roofing name on the side *550 of his roofing trucks, continuedto use bid estimate sheets with the On Top Roofing name on them,and continued to represent to callers over the telephone that hewas still operating as On Top Roofing. Although Nugent was onlypaying secured creditors of On Top, he went ahead and ordered thesupplies from the plaintiffs both of which were unsecuredat a timewhen On Top was insolvent and had outstanding debt of approximately$100,000 to other roofing suppliers.

   Through his domination and control over On Top,Russell Nugent was using it for the unfair or inequitable purposeof avoiding their debts to plaintiffs. Nugent continued to hold OnTop out to the public as though it was still operating after itsupposedly went out of business, yet he refused to honor On Top'sobligations to its creditors. The actions of Nugent worked at leastan injustice if not to defraud the plaintiffs. It would be unfair,unjust or inequitable to allow Nugent to hide behind the corporateshield and avoid his legal obligations to plaintiffs. We hold thatthe trial court did not err in piercing the corporate veil andholding Russell Nugent personally liable for the debts owedplaintiffs.

--Brief the decision of the court  in 200 words . Payspecial attention to the structure. Make sure you clearly clarifythe governing rules.