Full opinion text
JERRY E. SMITH, Circuit Judge: This appeal challenges $6,000,000 plus interest and attorneys’ fees awarded upon jury findings that officers of a holding company fraudulently induced a $5 million loan to a subsidiary and that they thereafter “looted” the named borrower’s assets and thus tortiously interfered with its contractual obligations to the lender. The district court also granted judgment notwithstanding the verdict with regard to claims that the individual owner and the holding company were the “alter egos” of the borrower and its guarantors. We affirm in part, reverse in part, and remand for a redetermination of damages. I. Overview. Gibraltar Savings’ $5 million note was defaulted upon by the named borrower, a real estate development corporation, subsidiaries of which participated in multiple limited partnerships. The lender sued the borrower, its director-guarantors, and the borrower’s corporate parent (also a guarantor) and its parent corporation (a holding company) and its individual owner. The borrower, its corporate parent, and other related enterprises are now insolvent. The individual director-guarantors have settled with Gibraltar. This case was tried solely against the last links in the chain: entrepreneur Lloyd D. Brinkman and his principal holding company, LDBrinkman Corp. The entity to which Gibraltar made the loan was a real estate development subsidiary of a mobile home manufacturer wholly owned by LDBrinkman Corp., which also was the parent company of most of Brink-man’s other ventures. The jury awarded Gibraltar Savings $6 million against the defendants as the borrower’s (and its parent-guarantor’s) “alter ego,” and for both fraud and tortious interference with the borrower’s contractual relationships with regard to the loan Gibraltar negotiated for it through the holding company. The trial court granted, in part, the defendants’ motion for judgment notwithstanding the verdict, finding the “alter ego” theory unsupported by the evidence; this ruling left no basis of liability against Brinkman personally, and he does not appeal. However, the verdict on the fraud charge, attacked by LDBrinkman Corp. as clearly erroneous, unproven for failure to establish reliance, and based upon non-actionable opinion statements, was left standing; the district court entered, against the holding company, judgment thereon and upon a finding of tortious interference with contractual relations. The defendants’ counterclaim for usury was rejected. The court awarded $332,500 attorneys’ fees under a Texas statute allowing such fee-shifting in contractual recoveries; that award of attorneys’ fees is also challenged by LDBrinkman Corp. on appeal. Gibraltar’s cross-appeal against both LDBrinkman Corp. and Brinkman seeks to reinstate the jury’s finding of “alter ego” liability. II. Brinkcraft Development, Inc. Lloyd D. Brinkman now presides over very little of a once-solvent and far-extended Texas business empire that reached throughout the Middle South and Southwest and that once had annual revenues of over a quarter-billion dollars. In addition to a series of unrelated business and financial ventures, Brinkman moved a rather minor floor-covering company into industry prominence, extended it horizontally by the purchase of a manufactured-housing concern, and eventually established a development company to utilize his other businesses’ supplies. This corporation, in turn, expanded into property management and limited partnerships for further real estate development. When the oil-backed economy of the Southwest went sour, the bottom fell out of Brinkman’s realty ventures. Ignoring the earliest beginnings of Brinkman’s ever-increasing commercial endeavors, the history of the development subsidiaries begins with his buy-out of a modular construction company operated as a sole proprietorship. Ben D. Woody nurtured his mobile home and manufactured-housing business for several years with considerable success. Brinkman acquired all of Woody’s stock in the company in 1978, retaining Woody as president and chairman. In order to identify the manufactured-housing business more closely with his other concerns and thus to strengthen the financial appearance of his fledgling empire, Brinkman renamed the company Brinkcraft, Inc. (BI), and placed it under his holding company, LDBrinkman Corp. In 1982, BI for the first time ventured into real estate development through a series of limited partnerships. These ventures typically had BI and one Delbert G. McDougal as general partners with, respectively, 50 percent and 25 percent ownership, and Woody as limited partner with the remaining 25 percent ownership. These limited partnerships were managed by McDougal and operated by Brinkcraft Development Co. (BDC), which was wholly-owned by the BI subsidiary established to engage in various development ventures: Brinkcraft Development, Inc. (BDI), which was created to develop properties largely through placement of modular units purchased from BI. Brinkman’s corporate structure for real estate projects thus was: Lloyd D. Brinkman LDBRINKMAN CORP. (Kerrville-based holding company) LDBRINKMAN CO. BRINKCRAFT, INC. (BI) OTHER COMPANIES (floor covering) (Wichita Falls manufactured housing concern under Woody) BRINKCRAFT DEVELOPMENT, INC. (BDI) (Lubbock-based modular construction company under McDougal) BRINKCRAFT DEVELOPMENT CO. (BDC) PROPERTY MANAGEMENT LIMITED PARTNERSHIPS OTHER PROJECTS (BI — 50% owner/gen. p.; McDougal — 25% owner/gen. p.; and Woody — 25% owner/ limited partner) Gibraltar’s $5 million loan to BDI (guaranteed by BI, Woody, and McDougal), which occasioned this suit, was intended to fund existing and planned joint ventures by BDC. Though the holding company had no direct relation with BDI or BDC, McDougal was required to obtain LDBrinkman Corp.’s approval (through the holding company’s chief financial officer) before commencing any BDC development projects. In large part, Woody’s control of BI was similarly circumscribed, though none of LDBrinkman Corp.’s officers occupied any positions at BI, BDI, or BDC. III. A Roster of the Remaining Players. Ray Hufhines was BI’s comptroller and chief financial officer, but testified that he took his orders principally from the holding company’s finance personnel. Herb Bradshaw, senior vice president of LDBrinkman Corp., was hired some months before the default on the Gibraltar loan and was one of the prime movers in divesting the holding company of the Brinkcraft subsidiaries (see infra note 47); Gibraltar, indeed, offered proof that he was brought into the company with the thought that he would sell off or otherwise pare back the holding company’s marginal operating subsidiaries. Don Bullock was the holding company’s treasurer, and Thomas Ratcliffe was its chief financial officer; together they ran most of Brinkman’s business operations on a daily basis and were responsible for all but the most important fiscal decisions. Ratcliffe had obtained some $2.5 million for BDI from BancTexas, Dallas (BancTexas), which Brinkman served as a director. (BancTexas had extended to Brinkman sizeable personal and corporate loans and was threatening to call some of these loans during the period in question.) Ratcliffe desired to have the BancTexas $2.5 million retired through the Gibraltar loan of $5 million; while this was disclosed to the lender, Gibraltar now alleges that other, equally-important, business rationales (of LDBrinkman Corp. and Brinkman, not of the development companies) were undisclosed. CFO Ratcliffe allegedly had enormous input into BDC investment choices and general decisionmaking, and— quite obviously — was involved in the daily operations of both BDI and BDC. (Ratcliffe terminated his employment with LDBrink-man Corp. when the Gibraltar loan went bad, but escaped with a lucrative “consulting” golden parachute.) Thad Finley, LDBrinkman Corp.’s in-house counsel, sat on the boards of, or was an officer of, most of Brinkman’s businesses. His connection with the instant loan will be explored below. Brinkman’s longtime friend Ivan Irwin, Jr., acted as the holding company’s outside general counsel and also, apparently, actively advised on business decisions. He sat on BI’s board and served Brinkman as particular matters required. Homer Kirby, a lawyer and self-styled workout specialist, is associated with outside counsel Irwin’s law partners and was the person to whom LDBrinkman Corp. transfered BI’s stock; Gibraltar accuses him of plundering the subsidiary’s remaining assets before he filed BI’s bankruptcy. Frederic Farlow was a long-time friend of, and financier for, Lloyd D. Brinkman; through Farlow, Brinkman, personally and for his various ventures, had obtained some $5-6,000,000 credit from Farlow’s previous employers. Gibraltar Savings’ chief loan executive, James Hollingsworth, hired Far-low as a Gibraltar loan production officer, and thereafter approved Farlow’s (sometimes ambitious) loan recommendations, including the one in question. A self-described “money peddler,” Farlow was an extremely aggressive and eager promoter of both himself and deals he wished to see consummated. While both Hollingsworth and Farlow were with Lloyds Bank (the former in California, the latter in Houston), Hollings-worth supervised some of Farlow’s lending activities; Brinkman had obtained two Lloyds Bank loans through Farlow during this period, but Hollingsworth had no contact with these transactions. When Lloyds Bank closed its Houston office, it was natural for Farlow to offer his services to Gibraltar’s new Texas corporate finance head, for whom he had previously worked. It is disputed whether Hollingsworth was, or needed to be, apprised of Farlow’s personal relationship with Brinkman and Rat-eliffe, though he clearly knew that their business contact was extremely friendly, that Farlow sought to service his clients to the benefit of all parties and that Farlow might embellish the merits of a loan he negotiated. IV. What Farlow Was Told During the Loan Negotiations. Through Farlow, Ratcliffe sought and obtained a $5 million loan for BDI from Gibraltar. Little else is clear and undisputed. Not only particular acts, statements, or omissions are controverted, but the entire tone of the negotiations could not be more diametrically characterized: In Gibraltar’s view, their new employee acted as virtual agent for Brinkman and LDBrink-man Corp.’s officers, who duped him into a misplaced trust and generally took advantage of their past friendship and amicable business relations and his current desire to consummate several loan deals; according to the defendants, Farlow was an aggressive promoter who went to all lengths to sell them on the loan and whose lax investigation and careless (reckless) lending zeal came back to haunt his new employer. From the verdict, it is clear that the jury was largely persuaded by Gibraltar’s case; the lender’s evidence was elaborate and far-ranging, and we will not attempt to summarize all of it here. Additional facts that do not neatly fit into the overall puzzle will be described where appropriate. It is fair to say from the evidence, however, that the initial contact came from LDBrink-man Corp. Whether an informal mention of possible financing from Gibraltar had previously occurred, it is certain that LDBrinkman Corp.’s CFO, Ratcliffe, raised the topic of a new loan with Farlow in August 1984. At this time, Farlow negotiated the transfer of some $4 million of Lloyds loans owed by Brinkman or his companies to Gibraltar; this refinancing was completed before the present negotiations began, and those sums were either repaid when due or were kept current by their respective borrowers. Farlow had also submitted to Lloyds a proposed unsecured loan to finance development of new real estate projects; when Farlow was unable to convince his then employer to accept the deal, Ratcliffe turned to BancTexas. It is this prior similar proposal upon which LDBrinkman Corp. bases its contention that Farlow knew of the need for financing for BDC projects, and that thus it was he who initiated the transaction. During the discussions concerning his loan request for BDI, Ratcliffe was the sole representative, though he held no position with the ostensible borrower — even as, for a time, one of its four directors, he had not been denominated treasurer or secretary. Neither Woody nor McDougal — nor, indeed, any officer of BI or BDI — took any part in negotiating the Gibraltar loan, and both later guarantors maintain that they knew nothing of Ratcliffe’s refinancing plan until presented with the completed loan documents for their signatures. BI’s and BDI’s comptroller also testified that he knew nothing of the Gibraltar loan until after the fact. To reinforce, in the lending officers’ minds, that the holding company was the real party in interest, the sole correspondence regarding the loan was on LDBrinkman Corp. stationery. During August and September 1984, Rat-cliffe and Farlow negotiated telephonically and in person, and, per Farlow’s later testimony, Ratcliffe made, inter alia, the following representations, which Farlow first passed onto chief Gibraltar loan officer Hollingsworth and, in turn, to Gibraltar’s entire loan committee: 1. BI’s intercompany debt to LDBrink-man Corp. was $7 million, and BDI’s “outside debt” was solely $2.5 million owed to BancTexas; 2. The Gibraltar $5 million would be used exclusively to repay BDI’s BancTexas debt, with the balance as operating capital to finish BDC’s real estate development projects; 3. LDBrinkman Corp. would subordinate its $7 million in unsecured advances to BI, until the Gibraltar loan was repaid; 4. LDBrinkman Corp. would impose a moratorium on dividend payments from BI to LDBrinkman Corp.; and 5. LDBrinkman Corp. would maintain both BI and BDI as “going concerns” until the Gibraltar loan was repaid. Based upon Farlow’s repetition of these statements to Hollingsworth and upon the financial information gleaned from LDBrinkman Corp.’s and BI’s annual reports, a Gibraltar credit analyst prepared a “credit request.” This in-house credit request was never circulated to the borrower or those acting for it, but was placed before the bank’s executives; they considered that analysis, a spread-sheet compiled from financial statements and annual reports, along with further financial data. Included in this package were documents provided by Falow; submitted previously with respect to the Lloyds refinancing showing BDI with almost $4 million in assets and the individual guarantors with more than $4 million combined worth, of which almost $1 million was liquid. At the time, Woody and McDougal were thought to be taking a one-half interest in BDI but had not been consulted on their willingness to guarantee the contemplated loan. (Woody testified that he resisted the stock transfer and told Ratcliffe on September 6,1984, that he “didn’t want to own a corporation owing $5 million [but] with no assets.” Despite pressure placed on Woody by Brinkman, Ratcliffe, and Finley, the transfer never took place.) No guaranty was sought from LDBrinkman Corp. or Brinkman. Because Ratcliffe was not an officer or director of BDI or BI at the time, LDBrinkman Corp.’s in-house counsel Finley prepared a special corporate resolution for Ratcliffe’s signature authorizing him to sign BI’s guaranty of the BDI note. The loan documents originally were prepared for BDC, but this was changed to BDI. The lender knew that no financial statements were available for either BDI or BDC, and that BDI was a “shell” without independent assets. (Its corporate checking account seldom had a continuing balance of over $100.) Gibraltar’s loan committee approved the deal during the first week of September. On September 5, Farlow visited LDBrinkman Corp. headquarters in Kerrville to present the loan documents for Lubbock-based BDI. When Farlow again went to Kerrville for the closing on September 14, still no BI or BDI representatives were present. On September 26, the loan proceeds were wired not to BDI in Lubbock, but to BI’s account at its offices in Wichita Falls. Under Ratcliffe’s direct instructions to BI’s comptroller, the loan proceeds were distributed by bank wire as follows: (1) $2,525,000 to BancTex-as; (2) $475,000 on BDI’s account to satisfy BDI’s line of credit (guaranteed by BI, Woody, and McDougal) from its Lubbock bank; and (3) $2 million to LDBrinkman Corp. in Dallas. During the loan negotiations, Ratcliffe failed to mention BDI’s additional “outside” debt of almost $1 million, LDBrink-man Corp.’s intention to use proceeds from the Gibraltar loan to retire part of the debt owed BDI’s Lubbock bank, or the possibility of LDBrinkman Corp.’s diverting $2 million to repay part of LDBrinkman Corp.’s advances to BDI. Ratcliffe admitted that he saw BDI “as just a subsidiary that was used to make the loan,” and so he perceived no impropriety in dividing the moneys received as most beneficial to the holding company, regardless of the prior representation that the Gibraltar loan would be used exclusively to retire the BancTexas debt and then to supply BDI and BDC with working capital for their real estate projects. Ratcliffe also concealed LDBrinkman Corp.’s contemporaneous plan to dispose of the Brinkcraft subsidiaries and to treat them as “discontinued operations” from as early as the spring of 1984, months before the Gibraltar loan was negotiated. Rat-cliffe and Brinkman both testified that the decision to discontinue BI and BDI was not made until November or December 1984, but considerable evidence to the contrary was adduced at trial. V. The Default. Gibraltar contends that LDBrinkman Corp.’s diversion of the loan proceeds was but the first link in a chain of acts designed to strip BI of its cash and other readily-sa-leable assets, thus shifting a good part of Brinkman’s loss on the Brinkcraft subsidiaries to their outside creditors. In total, between the time of Gibraltar’s loan (September 26, 1984) and the point at which LDBrinkman Corp. formally wrote the subsidiaries off its books (April 1985), LDBrinkman Corp. took a total of $3,067 million directly from BI in cash and assets, and, additionally, $1.3 million directly from the real estate development partnerships controlled by BDC. The intercompany advances from LDBrinkman Corp. to BI, which were thus recovered by LDBrinkman Corp., were not evidenced for the most part by promissory notes or other documentation. BI in general, and the development projects in particular, were always undercapitalized, and it was the holding company’s advances that kept the subsidiaries “afloat.” Woody testified that if BI needed money for a project, “we would call the Kerrville office and they would advance money to us.” Similar ad hoc financing occurred for BDI and BDC. When orders would come to send money back to the parent, BI and BDI obeyed, even if such instructions were contrary to the lines of communication LDBrinkman Corp. itself had established for the movement of “excess funds.” Such transfers were not formally-declared dividends, but were simply intercompany advances flowing in the opposite direction. In December 1984, Ratcliffe transmitted BI’s financial statement to Republic National Bank, Dallas, without mention of the $5 million Gibraltar loan to BI’s subsidiary BDI, but excused that violation of accepted accounting procedures later, “because that debt was in Brinkcraft Development and it was a voting control of Brinkcraft Development and was only temporary. And accounting rules say you do not consolidate that subsidiary.” This was directly opposite to the prior practice of the holding company and BI with regard to reporting subsidiaries’ finances. While BDI was reported on a “consolidated basis” with BI because it was 100-percent owned by BI, and while similarly wholly-owned BI had previously been consolidated in LDBrinkman Corp.’s financial reporting, Ratcliffe decided to remove BDI from BI’s statement, thus concealing the $5 million debt in BI’s fiscal report. BI’s comptroller testified that he protested that this financial statement would be false and misleading, even if BI’s “control” of BDI was, indeed, only “temporary”; though 50 percent of the stock was supposed to have been transferred to Woody and McDougal on September 6, 1984 (the day after Farlow visited LDBrinkman Corp. headquarters in Kerrville to present the loan documents for Lubbock-based BDI), this buy-back had fallen through almost four months before Ratcliffe made his questionable accounting decision. On June 1, 1985, Ratcliffe terminated his employment with LDBrinkman Corp. and went on a three-year, $130,000 annual “consulting contract.” At a June 10 meeting, LDBrinkman Corp.’s senior vice president Herb Bradshaw and Gibraltar’s representatives — Hollingsworth and Farlow — met in Houston to discuss “a problem” with the loan. LDBrinkman Corp. also had present in-house counsel Finley, outside general counsel Ivan Irwin, and treasurer Don Bullock, as well as Woody and McDougal representing the Brinkcraft subsidiaries. At this meeting, the holding company officers disclosed for the first time (1) that a portion of the loan proceeds had been applied in a manner at variance with what Ratcliffe (now departed) had promised Far-low; (2) that Ratcliffe had instructed BI’s comptroller to “delete” the Gibraltar loan from BI’s financial statements; (3) that neither BI nor BDI had any capacity to repay the loan; and (4) that LDBrinkman Corp. had no intention of continuing its prior financial support for the Brinkcraft subsidiaries, which would allow continued debt service by DEI or BI. Hollingsworth thereupon called the loan under the demand provision of the note. Negotiations between Gibraltar and the borrower’s guarantors continued, despite the lender’s demand and despite BI’s rapidly-accelerating decline. When a $5.5 million judgment against BI was awarded a construction company for defects in the modular units BI supplied for a Port Aran-sas condominium complex, patience with, and confidence in, the parent-guarantor evaporated. Nonetheless, the lender was repeatedly reassured that more time might see the subsidiary’s loan made good from the sale of other development projects. This was the period, however, during which almost $4.4 million in BI assets was applied by the holding company to repay a majority of LDBrinkman Corp.’s $7 million in past advances to BI. In September 1985, on advice of its counsel, LDBrinkman Corp. instructed BI not to pay principal or accrued interest on the Gibraltar loan. Prior to that date, LDBrinkman Corp. had funded the interest payments, and in at least one instance made the payment directly. In October 1985, after first changing the name back to something similar to what BI had been called when Woody had owned it, LDBrink-man Corp. transferred all of BI’s stock to “Dallas businessman” Homer Kirby, a self-styled “work out” expert. Kirby, who is a lawyer associated with one of LDBrinkman Corp. outside counsel Irwin’s law partners, gave no money, notes, or other consideration for the stock. In his attempts to “salvage LDBrinkcraft from financial ruin,” Kirby conferred upon himself a $7500 monthly salary, and, on one occasion, a $30,000 real estate commission for disposing of some of BI’s property. Kirby filed Chapter 11 proceedings for the company after Gibraltar filed suit in November 1985. VI. The Suit. The loan was never repaid, and interest accrued to trial to the tune of $787,226. Gibraltar sued the contractual parties, BI’s successor under Kirby, and individual guarantors McDougal and Woody, as well as LDBrinkman Corp. and Lloyd Brinkman. To avoid forcing Woody and McDougal into personal bankruptcy, and in return for their cooperation, Gibraltar settled their individual liabilities under their guaranties for $1,000,000 and an assignment of their interests in the partnerships. Subsequent to dismissal of claims against them individually, the settlement sum was negotiated down to $350,000 each, once the assigned joint ventures met certain agreed-upon financial goals. Once Kirby petitioned for Chapter 11 relief, Gibraltar obtained from the bankruptcy court an agreed judgment of $5 million and $5000 attorneys’ fees. The only defendants remaining here are Lloyd D. Brinkman and LDBrinkman Corp. While the original and amended complaints listed other parties, Gibraltar’s third amended complaint alleged that LDBrink-man Corp. and Brinkman were liable as the Brinkcraft subsidiaries’ “alter egos” and for RICO violations, common-law fraud, and tortious interference with contractual relations. This final amendment also removed an interest claim against LDBrink-man Corp. that would have supported a charge of usury by Gibraltar under Texas law and on the basis of which the defendants counterclaimed. The jury found two of Ratcliffe’s statements to have fraudulently induced the loan to BDI. Awarding no separate damages, the jury also found LDBrinkman Corp. to have tortiously interfered with the contractual obligations of BDI to the lender. The jury made four further findings that BI was the “alter ego” of BDI, that LDBrinkman Corp. was the “alter ego” of both BDI and BI, and that the holding company was, in turn, the “alter ego” of Brinkman. Gibraltar’s other claims were rejected. The verdict was $6 million. On motions for judgment notwithstanding the verdict, the trial judge disregarded the “alter ego” finding as unsupported by the evidence because, (1) with respect to Brinkman, LDBrinkman Corp. had not been shown to be incapable of meeting any judgment against it, and (2) with respect to LDBrinkman Corp., use of BI and BDI as “shells” did not necessitate “alter ego” liability, since there was liability for Rat-cliffe’s fraudulent representations. We affirm the judgment notwithstanding the verdict, but upon slightly different grounds. VII. Disregarding BDI and BI’s Corporate Existence. A. Standing To Bring the “Alter Ego” Claim? As LDBrinkman Corp. states, “The reasons for Gibraltar’s alter ego accusations are transparent”: Brinkman and LDBrink-man Corp. are the only solvent parties. Given the fact that the named borrower is in bankruptcy, the question, then, is how it happened that this litigation was not tried by a bankruptcy court. While the claims which Gibraltar raises are precisely those expected to be raised by the bankruptcy trustee, and while the district court ordered additional claims to be deleted by amendment of the complaint under the view that fraudulent transfer claims were property of the debtor’s estate, we cannot agree with the defendants that Gibraltar’s avoidance of the bankruptcy proceeding was improper with respect to the causes of action the district court allowed to go forward. Brinkman and LDBrinkman Corp. first contend that the lender lacks standing to bring “alter ego” claims because we have previously held that a bankrupt’s creditor cannot bring an “alter ego” claim against third parties in order to avoid the bankruptcy proceeding. The defendants’ argument, in short, is that the United States District Court for the Western District of Texas lacked jurisdiction to hear the “alter ego” claims concerning businesses on the bankruptcy docket of the Northern District of Texas. Prior precedent indeed has prohibited claims — such as Gibraltar’s — apart from a subsidiary’s ongoing bankruptcy, but we find the present situation distinguishable. The theory denying Gibraltar standing on this issue is that “alter ego” liability against the parent company or owners, if appropriate at all, should be pursued by BDI’s and BI’s bankruptcy trustees for the benefit of all creditors, not just one whose claim is large enough, or its cause great enough, to allow it to assail the alleged “alter egos” in other fora. We have held on several occasions that such “alter ego” claims are the “property of the estate” within the meaning of the Bankruptcy Code. See S.I. Acquisition, Inc. v. Eastway Delivery Serv., Inc., 817 F.2d 1142 (5th Cir.1987). S.I. Acquisition would preclude Gibraltar’s asserting the “alter ego” claims, but for key distinguishing factors. First, Gibraltar sought and obtained leave, over LDBrinkman Corp.’s vigorous objection, in both the bankruptcy proceedings and the court below, to prosecute the third amended complaint, thereby satisfying the notice requirement expressed in S.I. Acquisition. 817 F.2d at 1154 n. 13. See also In re River Hills Apts. Fund, Inc., 813 F.2d 702 (5th Cir.1987). In addition to the initial hearing on whether the case could proceed, the standing issue was unsuccessfully asserted on several occasions at trial, including in the defendants’ motion for a directed verdict. These rulings go • unappealed. Second, though they appealed the order lifting the bankruptcy stay, LDBrinkman Corp. voluntarily dismissed its appeal (under the erroneous assumption that the issue was moot). Normally, we would review an order pursuant to 11 U.S.C. § 362(d) lifting an automatic stay under an abuse-of-discretion standard, but we decline to engage in this inquiry because the issue is not properly before us. Nothing in S.I. Acquisition requires an independent evaluation of even potentially meritorious arguments; the power to lift the stay was properly exercised by the bankruptcy judge, and the propriety of that order on the instant facts is not now in question. A third distinguishing factor also defeats the defendants’ reliance upon the bankruptcy cases: Here it is the alleged “alter ego” entity itself that challenges the creditor-plaintiff’s attempt to penetrate the corporate veil. In S.I. Acquisition, the bankruptcy trustee sought to prohibit a creditor-plaintiff from pursuing its claim through the trustee’s contempt power. Here, in contrast, the trustee’s leave was obtained. An extension of S.I. Acquisition in LDBrinkman Corp.’s favor would mean that allegedly liable “alter egos” could escape liability should the trustee for a “shell” corporation which it (the alleged “alter ego”) has thrown into bankruptcy simply choose not to prosecute a potentially meritorious “alter ego” claim. We decline to convert the recognized shield for the debtor’s estate into a shield for potentially liable “alter egos”; should the bankruptcy trustee decline the gauntlet, the veil-piercing sword is available to tort claimants or contract creditors, should they choose to attack in the bankruptcy proceeding or, with the bankruptcy court’s leave, in another forum. B. Gibraltar’s Legal Theory. The liability which Gibraltar seeks to impose upon LDBrinkman Corp. and Brinkman is a direct contractual one, as their operation of BI and BDI as “alter egos” for the overall parent holding company and the owner made them, not the “shell” subsidiaries, the real parties to the transaction. While both Gibraltar and LDBrinkman Corp. would characterize the “alter ego” issue as merely a cause of action for a “sham to perpetrate a fraud,” the contractual liability sought is not for LDBrinkman Corp.’s own acts, but as it stands in the shoes of its subsidiaries through which it chose to transact business. See Valdes v. Leisure Resource Group, Inc., 810 F.2d 1345 (5th Cir.1987). This classic “alter ego” theory is, as correctly perceived by the district court, unsupported by the evidence under the current statement of Texas law on “piercing the corporate veil.” We find, as did the district court, that there was insufficient evidence of lack of separateness to justify a jury finding that LDBrinkman Corp. and Brinkman were the “alter egos” of BI and BDI. We accordingly affirm the judgment notwithstanding the verdict granted by the district court on the defendants’ “alter ego” liability. The plaintiff cannot switch from one veil-piercing theory to another. As our discussion of Texas law will make clear, the lender’s “sham to perpetrate a fraud” ground for corporate disregard is distinct from the sole ground addressed by the parties below: classic “alter ego” based upon the absence of any legal or factual distinction between the challenged corporate entity and its corporate or individual owner. Gibraltar chose the “alter ego” ground and not the distinct “sham to perpetrate a fraud” ground; the potentially meritorious alternative basis for corporate disregard is foreclosed, even if its factual and legal requirements may have been subsumed under the arguments made. We made absolutely clear in Valdes that an “[ajppellee may not change legal horses midway through this stream” in its pursuit of direct liability of owners of a corporation, the legal separateness of which is to be disregarded. 810 F.2d at 1353 n. 7. C. The Texas Approach to the Problem of Corporate Disregard. 1. “Alter Ego.” In summarizing state law on “corporate disregard,” the Texas Supreme Court began its most recent analysis with a general remark, then listed specific grounds previously recognized by caselaw: We disregard the corporate fiction, even though formalities have been observed and corporate and individual property-have been kept separately, when the corporate form has been used as part of a basically unfair device to achieve an inequitable result. Specifically, we disregard the corporate fiction: (1) when the fiction is used as a means of perpetrating fraud; (2) where a corporation is organized and operated as a mere tool or business conduit of another corporation; (3) where the corporate fiction is resorted to as a means of evading an existing legal obligation; (4) where the corporate fiction is employed to achieve or perpetrate monopoly; (5) where the corporate fiction is used to circumvent a statute; and (6) where the corporate fiction is relied upon as a protection of crime or to justify wrong. Castleberry v. Branscum, 721 S.W.2d 270, 271-72 (Tex.1986) (citation and footnotes omitted). We recently explained our bewilderment at some of the nuances of the Castleberry opinion in Pan Eastern Exploration Co. v. Hufo Oils, 855 F.2d 1106, 1131 (5th Cir.1988): The Castleberry opinion is puzzling. It begins with a most general principle— ‘when the corporate form has been used as part of a basically unfair device to achieve an inequitable result’ — then follows with a laundry list of seven relatively detailed rationales that intertwine and overlap, yet point in various directions. We think we can fairly discern, however, three distinct strands of corporate disregard under Texas law ..., each [with] a different application. One strand is obviously a classic “alter ego” prong. The phrase “alter ego” is certainly common in legal thought, but it is now a misstatement of Texas law to use “alter ego” as a generic description of “disregarding the corporate fiction.” The parties never objected to this usage in the district court, however, and in fact used it in their appellate briefs. The first clause of Castleberry s laundry list” misleadingly implies that Texas law excludes classic “alter ego,” i.e., “ ‘disregarding’ the corporate existence when there really is no legal or formal separate existence because of complete domination by the owners, co-mingling of funds, flaws in corporate formalities, etc.” Pan Eastern, 855 F.2d at 1131 n. 39. Yet, as the court made clear later in the Castleberry opinion, “alter ego” is one of the grounds of corporate disregard recognized in Texas —specifically, under ground number (2): “[A]lter ego is only one of the bases for disregarding the corporate fiction: ‘where a corporation is organized and operated as a mere tool or business conduit of another corporation.’ ” 721 S.W.2d at 272 (quoting Pacific Am. Gas. Co. v. Miller, 76 S.W.2d 833, 851 (Tex.Civ.App.—Amarillo 1934, writ ref’d)). Many wholly-owned subsidiaries and closely-held corporations are not factually distinct from their owners. Many are in fact controlled and operated in close concert with the interests of the owners, and do not have a distinct factual existence: separate employees, offices, or properties; consolidated financial reporting and tax returns; and the like. Such conduct is perfectly natural and proper and provides no basis for ignoring legal independence. The problem arises when such a corporation is not treated as legally distinct; when, in other words, the owners neglect to maintain the formal independence of the corporation as required by law. “Alter ego’s rationale is: ‘if the shareholders themselves disregard the separation of the corporate enterprise, the law will also disregard it so far as necessary to protect individual and corporate creditors.’ ” Castleberry, 721 S.W.2d at 272 (quoting Ballantine, Corporations § 123 at 294 (1946)). Under Castleberry, Alter ego applies when there is such a unity between corporation and individual [or parent corporation] that the separateness of the corporation has ceased and holding only the corporation liable would result in an injustice. It is shown from the total dealings of the corporation and the individual, including the degree to which corporate formalities have been followed and corporate and individual property have been kept separately, the amount of financial interest, ownership and control the individual [or parent] maintains over the corporation, and whether the corporation has been used for personal [or parental] purposes. Id. (citations omitted). Whether sounding in contract or tort, invoking “alter ego” against a corporation may result in a windfall for creditors or tort claimants. In theory, even if the corporation was adequately capitalized, and even if the claimant did not rely upon the financial backing of the corporation’s owners, the claimant is still entitled to recover as a sort of private attorney general. “Alter ego,” therefore, properly focuses upon the relationship between the corporation and its owners and not upon the relationship between the corporation and the claimant-creditor. Castleberry states the rationale for “alter ego” liability purely in terms of reciprocal fairness, “but clearly the rule is also designed to give incentives to those using the corporate form to obey the state’s laws fully by maintaining corporate formalities, and thus the legal separateness, of the corporation.” Pan Eastern, 855 F.2d at 1132. Owners that fail to maintain full legal formalities cannot expect to enjoy the limited liability that flows from the corporate form. In addition to legal formalities, formal sufficiency includes adequate capital; thus Castleberry’s seventh reason in its laundry list of reasons for corporate disregard — inadequate capitalization — is closely related to “alter ego,” although it also fits comfortably in the third strand of corporate disregard. Of course, the different species of corporate disregard seldom occur in pure form, so “alter ego” usually will be accompanied by assertions of unfairness to the claimant. But our present purpose is to isolate analytically the strands of the doctrine, and there is nothing in the “alter ego” strand to suggest that anything more is required than the failure of the owners to maintain the corporation as a distinct legal entity. 2. “Illegal Purpose.” The second strand of corporate disregard relates to the use the corporate form as a technique for avoiding legal limitations upon natural persons or corporations. In Pan Eastern, we termed this the “illegal purpose” strand of corporate disregard: Looking at the Castleberry list, ‘(5) where the corporate fiction is used to circumvent a statute’ and ‘(4) where the corporate fiction is employed to achieve or perpetrate monopoly’ are directly within this strand, while others overlap somewhat or fit indirectly: ‘(6) where the corporate fiction is relied upon as a protection of crime or to justify wrong’; ‘(3) where the corporate fiction is resorted to as a means of evading an existing legal obligation.’ Id. As with “alter ego” proper, the focus is on the relationship between and among the corporation, its owners, and the laws of the state rather than on the relationship between the claimant and the corporation; and, again, a creditor’s recovery may be a windfall, because the claim may be unrelated to the illegal purpose. Still, it makes sense to refuse to allow owners to limit liability with the corporate form— even from unrelated civil claims — when the corporation is an instrument of illegality. “Illegal purpose” disregard differs from “alter ego,” however, because it can be used even when all corporate legal formalities have been kept. There are few cases that illustrate this strand of corporate disregard in any pure form; in practice, the “illegal purpose” rationale is usually an alternative basis in an “alter ego” or “sham to perpetrate fraud” case. 3. “Sham To Perpetrate a Fraud.” The third strand traditionally goes under the name “sham to perpetrate fraud,” Pace Corp. v. Jackson, 155 Tex. 179, 190, 284 S.W.2d 340, 351 (1955), or as Castleberry puts it, “(1) when the fiction is used as a means of perpetrating fraud.” 721 S.W.2d at 271. Elements of this strand can be found “(3) where the corporate fiction is resorted to as a means of evading an existing legal obligation” and “(6) where the corporate fiction is relied upon as a protection of crime or to justify wrong.” The variety of shams is infinite, but many fit this case’s pattern: A closely held corporation owes unwanted obligations, it siphons off corporate revenues, sells off much of the corporate assets, or does other acts to hinder the ongoing business and its ability to pay off its debts. Id. at 275 (citations omitted). This strand includes, especially for tort claimants, but also for some contract creditors, the concept of inadequate capitalization as a basis for corporate disregard. For the first time, the focus of veil-piercing analysis is on some inequitable result for the claimant, because of abuses of the corporate form. Castleberry is emphatic that this category allows a corporate disregard in a much broader range of cases than those strictly speaking of fraud; citing Pacific Am. Gas., 76 S.W. at 849, the opinion utilizes the term “constructive” fraud, but its reasoning is much broader: The basis used here to disregard the corporate fiction, a sham to perpetrate a fraud, is separate from alter ego. It is sometimes confused with intentional fraud; however, '[njeither fraud nor an intent to defraud need be shown as a prerequisite to disregarding the corporate entity; it is sufficient if recognizing the separate corporate existence would bring about an inequitable result.’ Castleberry, 721 S.W.2d at 272-73 (citations omitted). The court emphasized that this standard for corporate disregard is whether honoring legal independence would result in “inequity” or “injustice”; the purpose “is to prevent use of the corporate entity as a cloak for fraud or illegality or to work an injustice, and that purpose should not be thwarted by adherence to any particular theory of liability.” Id. at 273. Castleberry specifically holds that the question of injustice or inequity is a question of fact for the jury. The category is further discussed in Pan Eastern: The only limitation on this broad strand of corporate disregard is that the focus is on injustice or unfairness to the claimant caused by the corporation and its owners. The unfairness must be something greater than the mere failure to recover a full measure of damages; for example, the running of the statute of limitations as to a tort victim who simply sued the wrong related entity is not enough. See Lucas v. Texas Industries, Inc., 696 S.W.2d 372 (Tex.1984). In contract cases (or in any case based on deliberate acts), the inequity frequently comes from reasonable reliance on the financial backing of the owners. Without reliance, the contract claimant cannot avoid the risk of insolvency that it originally accepted as part of the bargain. See, e.g., Bell Oil & Gas Co. v. Allied Chemical Corp., 431 S.W.2d 336 (Tex.1968); Edwards Co. v. Monogram Industries, 730 F.2d 977 (5th Cir.1984) (en banc). 855 F.2d at 1133 (emphasis in original). D. Evidentiary Sufficiency for Corporate Disregard Here. Though Gibraltar and LDBrinkman Corp. would amalgamate the “alter ego” and “sham to perpetrate a fraud” strands of corporate disregard, the district court submitted to the jury only the former prong under Texas veil-piercing law. The jury instruction on the difficult question of corporate disregard is set forth in the footnote. We are mindful that such a jury finding, limited thus to the sufficiency of the showing of a lack of separate corporate existence to justify classic “alter ego” liability, “is heavily fact-specific and, as such, is peculiarly within the province” of the fact-finder. United States v. Jon-T Chemicals, Inc., 768 F.2d at 694. While the court hears the same evidence, when a jury finds facts and makes conclusions within its province, those determinations must ordinarily be upheld. The trial judge concluded that the jury’s verdict on “alter ego” liability was unsupported because Gibraltar “failed to present any evidence” that BDI was LDBrinkman Corp.’s “alter ego” and “failed to present sufficient evidence” that BI was. We review the district court’s determination contrary to the jury finding with a significant preference for upholding the verdict. See Boeing Co. v. Shipman, 411 F.2d 365, 374-75 (5th Cir.1969) (en banc). Although we set out both sides of key factual disputes, for the sake of brevity we recite the facts from a perspective favorable to Gibraltar, since the jury’s findings in its favor must be upheld unless completely unreasonable. Id. at 374. Our power to review the “alter ego” verdict is thus limited; such a jury finding must be upheld unless, (1) as a matter of law, the theory was inapposite to the case, or (2) the factual conclusions were such as no reasonable juror could reach. While the first is not the case, because Gibraltar’s complaint alleged facts sufficient to implicate total lack of regard for the Brinkeraft subsidiaries’ corporate independence, we agree with the district court’s determination that LDBrinkman Corp.’s operation of BI and BDI was not proven to be such as would allow a reasonable factfinder (properly instructed) to impose “alter ego” liability. The sufficiency of the evidence is governed by federal law in a diversity case. Id. at 368-70. We agree with the district court that the record evidence requires a conclusion that the Brinkeraft subsidiaries (1) had their own staff, payroll, accounting department, auditors and attorneys; (2) kept separate books and bank accounts; (3) filed a consolidated federal income tax return separate from the return filed by LDBrinkman Corp.; (4) were managed by separate boards of directors that had overlapping, but not identical, memberships with that of the holding company; and (5) were centrally managed by the officers of LDBrinkman Corp., but had their own officers. There was some evidence indicating a laxity of corporate minutes and other documentation, but such is not unusual in small corporations; nor is business conducted by non-contemporary declarations of unanimous consent, and by “past-dated” resolutions or minutes, necessarily indicative of a lack of corporate legal and formal separateness. Indeed, the fact that such measureswere taken indicates that efforts were being made to observe corporate distinctions between parent and subsidiary. We note that at least some of the “past-dated” documents formalizing prior actions were taken well in advance of litigation (either the bankruptcy proceeding or this suit) and so were not all as Gibraltar would characterize them. That LDBrinkman Corp.’s chief financial officer and in-house counsel provided services for the subsidiaries was neither unusual nor improper; it is indicative of a similar effort to keep operations distinct that measures were taken to formalize actions when such unofficial advise or representation needed to be formalized. The district court thus correctly determined that Gibraltar failed to prove that any of the particular instances in which LDBrink-man Corp. personnel acted on behalf of the Brinkeraft subsidiaries or required acts on their part constituted an abuse of their corporate identity. BI’s and BDI’s boards were completely distinct from, even if subservient to, LDBrinkman Corp. This would be virtually fatal to any “alter ego” claim, though the opposite — the mere fact of interlocking directorates and officers — could not turn separate corporations into “alter egos.” From all this, it is clear that LDBrinkman Corp. maintained the separate legal and factual existence of the Brinkeraft subsidiaries with much more than “just a piece of paper lying in a file cabinet.” Edwards Co. v. Monogram Indus., Inc., 730 F.2d at 985. In Lucas v. Texas Indus., Inc., 696 S.W.2d 372 (Tex.1984), the Texas Supreme Court refused to find that a parent company was the “alter ego” of its subsidiary where enumerated common characteristics did not exist. As applied to the instant facts the catalogued indicia in Lucas provide a convenient summary: (1) that there was not a complete disregard of corporate formalities; (2) that efforts were made to keep minutes and records of intracompany transactions; (3) that complete and separate corporate and financial records were maintained; (4) that separate bank accounts were maintained and that property and assets were not indiscriminately commingled; (5) that stockholder and director meetings were held; (6) that officers and directors were not only not identical, but were not even substantially overlapping; (7) that there were differences in the business activities and offices of the holding company and the Brinkcraft subsidiaries; and (8) that Gibraltar was in no way confused about LDBrinkman Corp.’s formal distance from, and lack of legal liability for, the BDI loan. Turning to the “mere tool or business conduit” instruction, this was also an attempt to instruct the jury on “alter ego” proper. Castleberry, 721 S.W.2d at 272 (citing Pacific Am. Gas., 76 S.W.2d at 851); Gentry v. Credit Plan Corp., 528 S.W.2d at 573, cited with approval in Castleberry, 721 S.W.2d at 273. The focus of “alter ego” is on the relationship between the corporations whose identities are sought to be collapsed; use of subsidiaries as conduits for business beneficial to a parent or owner does not — alone—establish liability. Ratcliffe’s “admission” that he simply chose BDI to be the instrumentality for securing additional funds for the Brinkman empire is not as decisive as Gibraltar argues. At all times relevant to this dispute, the Brinkcraft subsidiaries were run as separate and legally distinct corporations. All corporate formalities were maintained. The normal exercise of the rights and powers incident to ownership does not raise an “alter ego” question of whether the corporation was a “mere tool or business conduit” of its owners. There was simply no evidence in this case of any improprieties in the manner in which BDI and its subsidiaries, parent, overall parent, or other affiliates were operated. With respect to Brinkman’s liability as “alter ego” for LDBrinkman Corp., we must reach the same result. The holding company’s stock was publicly traded; the holding company had some 1700 direct shareholders; appropriate filings were made with the Internal Revenue Service, the Securities and Exchange Commission, and other governmental bodies; regular minutes, board meetings, and like formalities were observed; there was an audit and conflict committee upon which Brinkman did not serve; and it had three outside directors on its board besides the president of a subsidiary and Brinkman. These formalities properly isolated Brinkman from individual liability on a theory of “alter ego” proper. Absent such a showing of substantial record evidence of both legal and factual lack of separateness, it is clear that there was an insufficient showing to create a material question that BI or BDI was operated in such a fashion as to create classic “alter ego” liability on the part of either LDBrinkman Corp. or Brinkman. Pace Corp. v. Jackson, 155 Tex. at 190, 284 S.W.2d at 351. The “alter ego” issue should not have been submitted to the jury. Lubbock Feed Lots, Inc. v. Iowa Beef Processors, Inc., 630 F.2d 250, 260 (5th Cir.1980); Boeing Co., 411 F.2d at 374-75. Accordingly, judgment notwithstanding the verdict was appropriate. E. The Third Ground for Corporate Disregard. Gibraltar makes two arguments to sustain the legally defective “alter ego” theory of its case: first, that before Castleber-ry, Texas veil-piercing law had not categorically distinguished between the classic “alter ego” and “sham to perpetrate a fraud” prongs for corporate disregard; and second, that “conduit” liability (which was charged to the jury) overlaps both “alter ego” and “sham to perpetrate a fraud,” and thus implicitly can establish liability under the latter denomination. However, Castleberry itself states that the various strands were distinct in prior caselaw and that, while circumstances might support disregard under multiple theories, each must stand by itself, under each individual test. Castleberry also placed “conduit” doctrines squarely and solely as an element of the “alter ego” analysis. 721 S.W.2d at 272 (citing Pacific Am. Gas., 76 S.W.2d 851). Undaunted, however, by the categorical rejection of just these arguments in Valdes, 810 F.2d at 1353 n. 7, Gibraltar emphasizes the jury’s fraud findings and the soiled facts of this case, which we admit put the equities on the lender’s side. The only prop which Gibraltar retains is thus that LDBrinkman Corp.’s entire scheme was fraudulent. The “sham to perpetrate a fraud” basis for corporate disregard rests upon the abuse of corporate forms “as part of a basically unfair device to achieve an inequitable result.” Castleberry, 721 S.W.2d at 271. It is evident that LDBrinkman Corp.’s management utilized the Gibraltar loan principally to benefit the holding company and not the Brinkcraft subsidiaries or BDC’s real estate partnerships. A decidedly unequal allocation among parent and subsidiaries of the costs and benefits of the corporate form, or their use to shift the costs and risks of business to outside parties, may justify disregarding corporate identities, even where all the legal formalities have been maintained. See Pan Eastern, 855 F.2d at 1135. It is a fact question whether there existed such a “profound asymmetry in the behavior of the managers of the [parents] and their affiliates, [that] a reasonable juror could conclude that now ‘recognizing the separate corporate existence would bring about an inequitable result.’ ” Id. (quoting Castleberry, 721 S.W.2d at 273). With respect to Brinkman, Gibraltar contends that he “habitually” utilized his various companies “as his personal credit card for more than $200,000 per year in personal and household expenses,” and in particular looted the Brinkcraft subsidiaries immediately after securing the loan. In Texas, when a corporate officer or other fiduciary is self-serving in his use of corporate rights or property, disregarding the corporate veil may be appropriate. Rose v. Intercontinental Bank, N.A., 705 S.W.2d 752, 755 (Tex.App.—Houston [1st Dist.] 1986, writ ref d n.r.e.); Tigrett v. Pointer, 580 S.W.2d 375 (Tex.Civ.App.—Dallas 1978, writ ref’d n.r.e.). Again, however, Brinkman’s alleged “self-dealing” abuse of the subsidiaries’ assets fits solely a “sham to perpetrate a fraud” theory, and this question was not squarely presented to the jury; in fact, much of the evidence on both sides of this issue was excluded. Looking from the bottom up, instead of from the benefit running to the holding company and Brinkman, Gibraltar argues that BDI was, and is, admitted to be a mere shell, and reasonable jurors could have found sufficient evidence that LDBrinkman Corp.’s and Brinkman’s loose and grey division between the subsidiaries, as well as “looting” and “draining” BI and BDI assets, amounted to a “sham to perpetrate a fraud” on Gibraltar. Whether that could have been established to the jury’s satisfaction, the fact is that Gibraltar failed to make out a clearly-presented case that financial manipulations by Brinkman and LDBrinkman Corp. “propped it up” as a mere shell and conduit that allowed the subsidiaries to generate improperly-siphoned profits for a longer period than otherwise would have occurred. The maintenance of BDI’s timely loan payments solely through LDBrinkman Corp. advances (one made directly to the lender), so as to postpone concern over the borrower’s ability to meet the debt service and thus delaying an allegedly inevitable default, also might have evidenced “a sham to perpetrate a fraud”; but such a scheme was not presented to the jury, which, consequently, did not have an opportunity to prevent an “inequitable result.” Not only is the reliance component (what Gibraltar knew or reasonably believed about BI and its operation of BDI) of such a conclusion a clear question of fact, but Castleberry makes plain that it is a jury question whether there was unfairness or injustice to the creditor-claimant caused by the use of “shell” companies or by the evasion of existing legal obligations. Noting that Gibraltar sought and obtained a chattel lien and the holding company’s guaranty on the refinancing of Commercial Aviation’s $3 million Lloyds loan, we express no legal opinion as to estoppel or as to whether the failure to seek a guaranty from either LDBrinkman Corp. or Brink-man affects the reliance component which Gibraltar would have faced. We acknowledge, however, Gibraltar’s factual obstacle on the reliance issue. It is obvious that the general corporate structure of Brink-man’s empire was known to Farlow and the members of the loan committee. From the financial information in Gibraltar’s possession, it is also evident that the lender was amply aware that BDI had no individual assets and was operated as a “shell.” Similarly, we must agree with LDBrink-man Corp. that the issue of repayment of LDBrinkman Corp.’s advances to both BI and BDI from the subsidiaries’ assets would not have assisted Gibraltar in a “sham to perpetrate a fraud” inquiry. There were independent jury findings adverse to Gibraltar with respect to early repayment of intercompany debt while BDI, and in turn BI, were left to default on Gibraltar’s loan. While Gibraltar employs sinister phrases such as “looting,” “siphoning off,” “cannibalizing the last few scraps off the body,” and “tossing the corpse,” these accusations are only a rehashing of the lender’s complaint that LDBrinkman Corp.’s advances to the Brinkcraft subsidiaries should have been judicially subordinated to Gibraltar’s loan. But the jury found that LDBrinkman Corp. did not agree to subordinate its debt to Gibraltar’s and committed no fraud in this regard. Gibraltar knew of the inter-company debt between the Brinkcraft subsidiaries and LDBrinkman Corp. but failed to protect itself with a subordination agreement from LDBrinkman Corp. Corporate disregard cannot write new terms for a loan. Since LDBrinkman Corp. breached no contract and committed no fraud, Gibraltar cannot use a veil-piercing theory to create a subordination agreement which Gibraltar never sought. Similarly, Gibraltar complains about the use of the loan proceeds, on the day of the loan, in another attempt to show that repayment of advances from LDBrinkman Corp. defrauded it. However, the jury found that LDBrinkman Corp. did not commit fraud with respect to the use of the loan proceeds. Again, Gibraltar obtained no contractual restrictions on the use of the loan proceeds, and cannot now complain of “misapplication.” Since we cannot term these jury findings clearly erroneous, we hold that any “sham to perpetrate a fraud” would not have been supported by these rejected contentions. S