International Brotherhood of Electrical Workers, Local Union No. 332 v. Hyland Wilson Electrical Contractors, Inc.

Patrick and Jo Hyland appeal the district court’s imposition of liability upon them individually for an arbitration award against the corporation of which they are principal shareholders. We reverse.

The Hylands were partners in Hyland-Wilson Electrical Contractors, Inc. (Hyland Partnership), which signed a collective bargaining agreement with I.B.E.W., Local 332 in 1977. Later that year, the Hyland Partnership incorporated as Hyland-Wilson Electric, Inc. (Hyland Corporation) without informing Local 332 of the change.

At a grievance proceeding in 1986, an arbitration committee imposed liability for violating the labor agreement with Local 332 upon both Hyland Corporation and Cannon Electric, another corporation primarily owned by the Hylands, which the committee concluded was the alter-ego of the Hyland Corporation. The arbitration committee was not asked to and did not consider whether either Hyland Corporation or Cannon Electric was an alter ego of the Hylands, and was neither asked to nor did impose individual liability on the Hy-lands.

*821 Local 332 petitioned to confirm the award, naming the Hylands individually as well as Hyland Corporation and Cannon Electric as…