opinion: RUBEROID CO. v. NORTH TEXAS CONCRETE CO. et al.
  No. 13462.
  United States Court of Appeals Fifth Circuit.
  Dec. 14, 1951.
  Norman R. Crozier, Jr., Reuben W. Gray, Dallas, Tex., for appellant.
  W. F. Bane, Ralph W. Currie, Dallas, Tex., for appellees.
  Before HUTCHESON, Chief Judge, and BORAH, and STRUM, Circuit Judges,
  BORAH, Circuit Judge.
  This is an appeal in an action in the nature of a creditor’s bill and a bill of discovery of assets after judgment brought by appellant, The Rulberoid Co., against the appellees, to ascertain what property, if any, should be applied to the satisfaction of a judgment in the amount of $9,370 obtained by appellant on January 16, 1950, in an action against North Texas Concrete Company, Inc. Execution was duly issued and returned nuUa-bona as North Texas Concrete had been dissolved on December 29, 1949, at which time all of its remaining assets were sold at book value and all of its creditors were paid in full with the exception of appellant and the three Blacks.
  This action was posited on three alternative grounds : The first point urged was that Texas Concrete was merely the alter ego of its dominant stockholders and to circumvent fraud the court should ignore the corporate fiction and hold the'John R. Black interests personally liable for the judgment. The second point, was that the corporation was insolvent, was liquidating and for all practical purposes had ceased to do business on or before October 29, 1949, when John R. Black loaned the corporation an additional $5,000 and the corporation issued notes to John R. Black and his two children secured by a chattel mortgage upon the physical assets of the company; that the court should set aside the illegal preference and the appellant was entitled to its pro rata share of the assets as of the time of the preference. The third alternative point was that appellant was entitled to take its pro rata share of the assets as of December 29, 1949, the date of formal dissolution. The court below held in favor of plaintiff on the third point and gave judgment in the amount of $2,-919.69. Thereafter Ruberoid perfected this appeal, assigning as error so much of the judgment as disallowed any relief under its first and second points.
  Als to the first demand, that the corporate fiction should be disregarded and the John R. Black interests should be held personally liable for the debts of North Texas Concrete, we are in no doubt that the appellant has failed to disclose any reason whatever to justify piercing the corporate veil. The doctrine of separate entity fills a useful purpose in business life and the courts are hesitant to disregard it unless the facts presented demonstrate some misuse of the corporate privilege or the need of limiting it in order to do justice. Here, it affirmatively appears that regular corporate procedure iwas followed throughout, and corporate and individual transactions were kept separate and distinct. All dealings between the John R. Black interests and the corporation appear to have been open, honest, and fair, and the record does not contain the slightest suggestion of fraud or false representation. Far from perverting the separate corporate entity to dishonest uses, the record discloses that the Blacks constantly poured money into the company to keep it afloat and did many other things for its benefit. It is true that the stock was held by a limited number of persons but even one-man corporations are not generally regarded as per se invalid. Ballantine on Corporations, § 128. This is the rule in Texas. 10 Tex. Jur., Corporations, § 50.
  The second alternative demand is that the assets of the corporation became a trust fund for filie benefit of creditors in October when it gave the Blacks a chattel mortgage on assets having a book value of $38,000 to secure an indebtedness of $90,-•820.38. Regardless of what the rule maybe in other jurisdictions, it is settled Texas law that a corporation has the power to prefer one of its creditors, even though the corporation be insolvent, so long as it is still transacting its business in the usual way. Zorn v. Brooks, 125 Tex. 614, 83 S.W.2d 949, 951. The fact that the creditor is one of the corporation’s officers or directors does not work an exception to the rule. Frank Co. v. Berwind, Tex.Civ. App., 47 S.W. 681. Therefore, the question presented by the second demand is whether or not North Texas Concrete had ceased to do business on or before October 29, 1949.
  On October 27, 1949, which was only two days prior to the alleged illegal preference, North Texas Concrete entered into a contract to do concrete work at Love Field Municipal Airport in the approximate amount of $20,415.48. On October 29, 1949, John R. Black loaned North Texas Concrete the sum of $5,000 to be used by the company for current indebtedness. During the month of October the total business performed by the company amounted to $22,824.24, and during this month about $10,000 was paid for labor. In November the labor expense totaled $14,836 plus. In December the weather was bad but actual work performed totaled $5,373.15. These facts make it excessively clear that the corporation was actively engaged in business on and after October 29, 1949, and show that the company actually continued doing business until the date of formal dissolution.
  The judgment was right and it is
  Affirmed.
  . North Texas Concrete Company, North Texas Building Materials Inc., John R. Black, John R. Black, Jr., Charles H, Hill, Jr., and Joe Yore.
  . John R. Black, John R. Black, Jr., and Miss Peggy Black.
  . John R. Black, John R. Black, Jr., Charles H. Hill, Jr., and Joe Yore.
  . The following is a list of North Texas Concrete jobs pending between September 1, 1949, and December 30,1949:
  Completed after 1-1-50 by North
  Contract Complete Complete Texas Build-
  Date Amount 9-1-49 12-30-49 ing Materials.
  8-16-49 City of Dallas 28,782.00 28,513.82
  8-23-49 City of Dallas 6,170.50 6,170.50
  8- 30-49 City of Dallas 60,954.50 18,821.77 42,132.73
  9- 27-49 City of Dallas 17,293.50 17,293.50
  10-27-49 Subcontract from
  A. J. Bife on work at Love Field Municipal Airport based on unit price only—
  approximately 20,415.48 809.80 19,605.68
instruction: What follows is an opinion from a United States Court of Appeals.
  Intervenors who participated as parties at the courts of appeals should be counted as either appellants or respondents when it can be determined whose position they supported. For example, if there were two plaintiffs who lost in district court, appealed, and were joined by four intervenors who also asked the court of appeals to reverse the district court, the number of appellants should be coded as six.
  In some cases there is some confusion over who should be listed as the appellant and who as the respondent. This confusion is primarily the result of the presence of multiple docket numbers consolidated into a single appeal that is disposed of by a single opinion. Most frequently, this occurs when there are cross appeals and/or when one litigant sued (or was sued by) multiple litigants that were originally filed in district court as separate actions. The coding rule followed in such cases should be to go strictly by the designation provided in the title of the case. The first person listed in the title as the appellant should be coded as the appellant even if they subsequently appeared in a second docket number as the respondent and regardless of who was characterized as the appellant in the opinion.
  To clarify the coding conventions, consider the following hypothetical case in which the US Justice Department sues a labor union to strike down a racially discriminatory seniority system and the corporation (siding with the position of its union) simultaneously sues the government to get an injunction to block enforcement of the relevant civil rights law. From a district court decision that consolidated the two suits and declared the seniority system illegal but refused to impose financial penalties on the union, the corporation appeals and the government and union file cross appeals from the decision in the suit brought by the government. Assume the case was listed in the Federal Reporter as follows:
  United States of America,
  Plaintiff, Appellant
  v
  International Brotherhood of Widget Workers,AFL-CIO
  Defendant, Appellee.
  International Brotherhood of Widget Workers,AFL-CIO
  Defendants, Cross-appellants
  v
  United States of America.
  Widgets, Inc. & Susan Kuersten Sheehan, President & Chairman
  of the Board
  Plaintiff, Appellants,
  v
  United States of America,
  Defendant, Appellee.
  This case should be coded as follows:Appellant = United States, Respondents = International Brotherhood of Widget Workers Widgets, Inc., Total number of appellants = 1, Number of appellants that fall into the category "the federal government, its agencies, and officials" = 1, Total number of respondents = 3, Number of respondents that fall into the category "private business and its executives" = 2, Number of respondents that fall into the category "groups and associations" = 1.
  Note that if an individual is listed by name, but their appearance in the case is as a government official, then they should be counted as a government rather than as a private person. For example, in the case "Billy Jones & Alfredo Ruiz v Joe Smith" where Smith is a state prisoner who brought a civil rights suit against two of the wardens in the prison (Jones & Ruiz), the following values should be coded: number of appellants that fall into the category "natural persons" =0 and number that fall into the category "state governments, their agencies, and officials" =2. A similar logic should be applied to businesses and associations. Officers of a company or association whose role in the case is as a representative of their company or association should be coded as being a business or association rather than as a natural person. However, employees of a business or a government who are suing their employer should be coded as natural persons. Likewise, employees who are charged with criminal conduct for action that was contrary to the company policies should be considered natural persons.
  If the title of a case listed a corporation by name and then listed the names of two individuals that the opinion indicated were top officers of the same corporation as the appellants, then the number of appellants should be coded as three and all three were coded as a business (with the identical detailed code). Similar logic should be applied when government officials or officers of an association were listed by name.
  Your specific task is to determine the total number of appellants in the case that fall into the category "private business and its executives". If the total number cannot be determined (e.g., if the appellant is listed as "Smith, et. al." and the opinion does not specify who is included in the "et.al."), then answer 99.