United Producers and Consumers Co-Operative, a Corporation, and Southwest Co-Operative Wholesale, a Corporation v. Ralph W. Held

The two Arizona corporate appellants here involved are, for operating purposes, almost identical. Southwest Co-Operative Wholesale (hereafter Southwest) is a wholesale company whose principal customer is United Producers and Consumers Co-Operative (hereafter United). United is a retail organization composed of, and sells to, several thousand members. The personnel operating the two corporations are the same; the locations of their offices are the same; several of the incorporators of each are the same; and several of the officers and directors, including the President and Auditor are the same.

In December, 1951 the two corporations were in need of a general manager. One of the directors wrote a letter to ap-pellee in Des Moines, Iowa, where he was a -co-operative executive, seeking to find a manager for the two appellant corporations. In January, 1952 the same director arranged a meeting in Chicago between the appellee and Walter Smith, president of both corporations, and Lewis Walmsley, auditor of both appellant corporations. At the meeting, the appellants’ representatives offered to pay the expenses of the appellee if he would go to Phoenix and look over the two corporations…