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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Morris v. Rowallan Alaska, Inc (09/30/2005) sp-5945

Morris v. Rowallan Alaska, Inc (09/30/2005) sp-5945

     Notice:   This opinion is subject to correction  before
     publication  in  the  Pacific  Reporter.   Readers  are
     requested to bring errors to the attention of the Clerk
     of  the  Appellate  Courts, 303  K  Street,  Anchorage,
     Alaska 99501, phone (907) 264-0608, fax (907) 264-0878,


) Supreme Court No. S- 11325
Appellant, )
) Superior Court No.
v. ) 3AN-01-5295 CI
GOLD HILL MINING CO., ) [No. 5945 - September 30, 2005]
Appellees. )
          Appeal  from the Superior Court of the  State
          of    Alaska,   Third   Judicial    District,
          Anchorage, Peter A. Michalski, Judge.

          Appearances: Joan Travostino, Preston Gates &
          Ellis,  LLP, Anchorage, for Appellant.   Carl
          J.D.    Bauman,   Hughes   Thorsness   Powell
          Huddleston  &  Bauman,  LLC,  Anchorage,  for
          Appellee Annette McDonald.

          Before:   Bryner,  Chief  Justice,  Matthews,
          Eastaugh, Fabe, and Carpeneti, Justices.

          CARPENETI, Justice.

          Did  the  superior  court  err  in  granting  defendant
McDonald  summary  judgment  after two  co-defendants  filed  for
bankruptcy  protection?   Morris, the plaintiff  below,  contends
that  the  automatic  stay triggered by  the  bankruptcy  filings
should  have  also  stayed  the  action  against  the  non-debtor
defendant McDonald.  Because there is an insufficient identity of
interest  between McDonald and the debtor defendants,  we  reject
Morriss argument.  However, because there was a genuine issue  of
material  fact  about  the  legal  relationship  among  the   co-
defendants,  summary  judgment  should  not  have  been  granted.
Accordingly, we reverse.
          Claude  H. Morris owns mining claims located  north  of
the  Denali Highway in the Talkeetna Recording District.  He sued
the  owners  and  developers  of neighboring  claims  on  various
theories  including breach of contract and trespass.  The  events
giving rise to these claims began in 1998.
          On   October  14,  1998  the  previous  owner  of   the
neighboring claims entered into a sales agreement to  convey  the
COMPANY.   The agreement, which contained the terms of  sale  and
payment schedule, was signed by McDonalds son William pursuant to
a  power  of attorney.  William also signed a $450,000 promissory
          The  parties dispute whether McDonald or the Gold  Hill
Mining  Company subsequently owned the claims.  At  the  time  of
contract,  Gold  Hill was not a separate legal  entity;  McDonald
concedes  that  it was incorporated in Alaska at a  later  date.1
The  various documents relating to the sale were inconsistent  in
their  descriptions  of the new owner: (1)  ANNETTE  R.  MCDONALD,  D.B.A. GOLD HILL MINING COMPANY on the sales  agreement;
promissory note and on the forty-eight separate Quit Claims Deeds
(dated  February 23, 1999); (3) Annette R. McDonald, et  al.,  in
the Water Rights Quitclaim Deed and the Release and Assumption of
Liability  and Transfer of NPDES Permit (both dated February  24,
1999);  and (4) simply ANNETTE R. McDONALD on the Quit Claim Deed
to subsequent purchaser Ascension, LLC (dated June 23, 2000).
          In  short, between February 1999 and June 2000,  either
McDonald or Gold Hill owned the neighboring claims.  During  this
period,  Gold Hill actively mined the neighboring claims.   After
June  2000,  Ascension,  LLC owned and also  actively  mined  the
claims.2  Morris alleged that he entered into a contract in  June
1999  with  two  agents of Gold Hill.  In exchange  for  drilling
services  and  obtaining  Bureau of Land Management  permits  and
reclamation  plan approval, Morris agreed to allow defendants  to
place  tailings,  overburden, and mine workings  from  defendants
claims on plaintiffs mining claims.
          In  January  2002  Morris filed  an  amended  complaint
against  McDonald, Gold Hill, and Ascension.3  The complaint  set
forth  four  causes  of  action: (1)  breach  of  the  June  1999
contract;  (2)  breach  of Gold Hills BLM-approved  mining  plan,
which  resulted  in  the diversion of a creek  allegedly  causing
damage  to  Morriss claims; (3) foreclosure of  a  lien  on  real
property;4 and (4) trespass.
          On   July  14,  2003  Gold  Hill  and  Ascension  filed
bankruptcy petitions in the District of Connecticut.   On  August
          13, 2003 McDonald moved for summary judgment against Morris,
contending  that she acted only in a representative capacity  for
Gold  Hill  and  that no claims for personal liability  had  been
asserted.  Morriss opposition argued that McDonald was the record
owner   of   the  claims,  but  he  otherwise  did  not   respond
substantively to her arguments.  Rather, he argued that a  ruling
on  McDonalds motion would violate the automatic stay  bankruptcy
provision, 11 U.S.C.  362(a).
          Superior Court Judge Peter A. Michalski granted summary
judgment  to McDonald without discussion on September 24,  2003.5
The   superior  court  subsequently  denied  Morriss  motion  for
reconsideration and granted final judgment on November 24,  2003.
Morris appeals.
          We review a grant of summary judgment de novo and adopt
the  rule  of law that is most persuasive in light of  precedent,
reason, and policy.  To obtain summary judgment, the moving party
must  prove  the  absence of a genuine factual  dispute  and  its
entitlement  to  judgment as a matter  of  law.   All  reasonable
inferences of fact are drawn in favor of the nonmoving party.6

     A.   The  Automatic Stay Triggered by the Bankruptcy Filings
          of  McDonalds  Co-Defendants  Did  Not  Stay  McDonalds
          Motion for Summary Judgment.
          Morris  contends  that the bankruptcy filings  by  Gold
Hill  and Ascension resulted in an automatic stay of any decision
regarding  their non-debtor co-defendant McDonald.  The automatic
stay  provision  of  the Bankruptcy Code is found  in  11  U.S.C.
362(a), which provides in relevant part:
          [A]  petition  filed  under  [the  Bankruptcy
          Code]  operates as a stay, applicable to  all
          entities, of
               (1) the commencement or continuation . .
          .  of  a  judicial, administrative, or  other
          action or proceeding against the debtor  that
          was  or could have been commenced before  the
          commencement of the case under this title, or
          to  recover  a claim against the debtor  that
          arose  before the commencement  of  the  case
          under this title;
               . . . .
               (3)  any  act  to obtain  possession  of
          property  of  the estate or of property  from
          the   estate  or  to  exercise  control  over
          property of the estate . . . .
It  is  clear that this language results in an automatic stay  of
proceedings  against  debtor defendants.   The  purpose  of  this
provision is
          to  protect the debtor from an uncontrollable
          scramble  for  its  assets  in  a  number  of
          uncoordinated   proceedings   in    different
          courts,   to   preclude  one  creditor   from
          pursuing  a  remedy  to the  disadvantage  of
          other  creditors, and to provide  the  debtor
          and  its executives with a reasonable respite
          from protracted litigation, during which they
          may  have an opportunity to formulate a  plan
          of reorganization for the debtor.[7]
Courts  have  read  362(a)(1) and 362(a)(3) in some instances  to
establish a stay against non-debtor co-defendants as well.  These
subsections will be considered in turn.
          1.   11 U.S.C.  362(a)(1)
          Morris  primarily relies on  362(a)(1),  which  upon  a
filing  stays  the  commencement or  continuation  .  .  .  of  a
judicial,  administrative, or other action or proceeding  against
the  debtor . . . .  This subsection has been narrowly construed,
and   generally  applies  to  the  debtor,  not  to   third-party
defendants  or  co-defendants.8   However,  a  limited  exception
exists  for certain unusual circumstances.9  The seminal case  on
this  issue,  A.H.  Robins Co. v. Piccinin, explains  that  these
circumstances  arise  when  there is such  identity  between  the
debtor and the third-party defendant that the debtor may be  said
to  be  the real party defendant and that a judgment against  the
third-party  defendant will in effect be a  judgment  or  finding
against the debtor.10  In other words, it is when the debtor  and
nondebtor  are so bound by statute or contract that the liability
of the nondebtor is imputed to the debtor by operation of law.11
          There   are   numerous  cases  finding   that   certain
relationships between co-defendants do not rise to the  level  of
the identity of interest needed to apply the stay to a non-debtor
co-defendant.    The  stay  has  been  deemed   inapplicable   to
defendants  who are independently liable, as, for example,  where
the  debtor  and  another are joint tort  feasors  or  where  the
nondebtors  liability rests upon his own breach of  duty.12   Nor
does the stay generally apply to codebtors, guarantors, sureties,
insurers  .  .  .  debtors principals . . .  partners,  officers,
directors, shareholders, or employees of the debtor.13
          The  classic  example  of unusual circumstances   where
there is sufficient identity of interest  involves a suit against
a third-party who is entitled to absolute indemnity by the debtor
on  account of any judgment that might result against them in the
case.14  Thus, the provision could stay a suit against officers or
directors  of a corporate debtor that was obligated to  indemnify
them   for   personal  liability  incurred  while   serving   the
corporation.15   In  that  scenario,  the  judgment  against  the
officers  or directors would be indistinguishable from a judgment
against the corporate debtor.  Beyond this situation, courts have
been reluctant to employ or extend this doctrine.16
          Morris   argues  that  the  adjudication  of  McDonalds
summary  judgment   should  have  been  stayed  under  11  U.S.C.
362(a)(1)  because the motion arose out of litigation  with  Gold
Hill,  and the grant of her motion affected Gold Hill.   However,
he  fails to put forth any argument on how his case resembles the
unusual   circumstances  the  law  requires  for   a   non-debtor
defendant.17   There  is  no  allegation  in  his  briefing   nor
suggestion  in  the  record  that the relationship  between  Gold
Hill/Ascension  and McDonald was one of absolute indemnification.
          Instead, Morriss complaint alleged that the defendants were
jointly  and  severally  liable.  As  explained  above,  a  joint
tortfeasor  is  independently liable and  lacks  an  identity  of
interest   with  its  co-defendant.   The  joint  tortfeasor   is
therefore  not  protected  by  the bankruptcy  filing  of  a  co-
defendant.18  Morriss own pleading establishes that a   362(a)(1)
stay of his action against McDonald would have been improper.  We
therefore reject his contention under this subsection.
          A court may also grant a stay on equitable grounds when
an  absent  bankrupt  party  is an  indispensable  party  in  the
proceeding against the non-debtor defendant.  We have stated:
          Except in unusual circumstances, an automatic
          bankruptcy  stay  under  11  U.S.C.    362(a)
          applies  to the debtor alone and not to  non-
          bankrupt co-defendants.  Therefore, severance
          of  the  bankrupt defendant from non-bankrupt
          co-defendants   is   allowable   unless   the
          bankrupt  defendant is indispensable  to  the
Civil  Rule  42 grants trial courts the discretion to  sever  any
claim  or  party, and Rule 19(b) lists the factors a court  shall
consider  to  determine  if  an absent  party  is  indispensable.
Bankruptcy  courts  have  also used  these  factors  to  consider
whether  to  stay  an  action against a non-debtor  defendant  on
equitable grounds.20
          However,  Morris made no showing that either Gold  Hill
or  Ascension  was  an indispensable party to  McDonalds  summary
judgment motion.  The closest he came was to argue that he  faced
a  risk  of inconsistent results as to who was the true owner  of
the  neighboring claims.  But Morris offered no support  for  his
proposition that a mere risk of inconsistent results  mandates  a
stay.  When this factor is considered in these situations, courts
normally look for the risk of inconsistent relief for defendants,
not plaintiffs.21  This comports with the purpose of the  362 stay
to protect debtor defendants.22  As Morris failed to put forth any
other  reasons  why  Gold  Hill or Ascension  were  indispensable
parties, the superior court properly declined to grant a stay  on
these grounds.23
          2.   11 U.S.C.  362(a)(3)
          Automatic stays are issued under  362(a)(3) for any act
to obtain possession of property of the [bankruptcy] estate or of
property from the estate or to exercise control over property  of
the  estate.   Property  in the bankruptcy context  includes  all
legal  or  equitable, tangible or intangible,  interests  of  the
debtor  in property as of the commencement of the case.24   While
Morris does not cite to this subsection directly, he hints at its
underlying  legal  premise and discusses  cases  relying  on  it.
Because  he has insufficiently argued this point, we consider  it
waived.25   We also note that there is no dispute that  Ascension
not  McDonald  owned the neighboring claims after June  2000.   A
determination  of  liability  or no  liability  against  McDonald
therefore does not interfere with any property presently involved
in a bankruptcy proceeding.
     B.   The  Superior Court Erred in Granting McDonalds  Motion
     for Summary Judgment.
          Morris  next contends that the superior court erred  in
granting  summary judgment on the merits.  McDonald  successfully
moved  for  summary judgment below, arguing that she never  owned
the  neighboring claims in her personal capacity, that she  never
acted  for  Gold Hill in anything but a representative  capacity,
and  that  Morris  failed to assert any claims  against  McDonald
          Rather  than  responding on the  merits,  the  bulk  of
Morriss  opposition brief related to the automatic stay  argument
under   bankruptcy  law.   However,  he  did  contest   McDonalds
assertion  that  she was never the owner of the  claims,  stating
that  her  name appears as record owner.  He elaborated  on  this
contention in his subsequent motion for reconsideration,  stating
that  [t]he  material question in this matter is  who  owned  the
mining  claims  that  are the subject of this  lawsuit  beginning
February  1999  and that Gold Hill is a sole proprietorship  name
used by Annette McDonald.
          On  appeal, McDonald suggests that she was entitled  to
summary  judgment  based  upon  Morriss  minimal  statements   in
opposition  to  the merits of her summary judgment  request.   We
reject  this  argument.   A  party is  not  entitled  to  summary
judgment merely because its motion goes uncontested.26  To obtain
summary  judgment, the moving party must prove that there  is  no
genuine issue as to any material fact and that it is entitled  to
judgment  as a matter of law.27  Morriss statement that her  name
appears  as the record owner was sufficient to alert the superior
court  that  he  contested an issue of material  fact   that  is,
whether McDonald owned the land.
          We  conclude that the superior court erred in  granting
summary  judgment because McDonald did not carry  her  burden  of
demonstrating  the absence of a genuine issue of  material  fact.
The  issues  raised by Morris  whether McDonald personally  owned
the neighboring claims during some of the key events described in
the  complaint  and whether she acted solely in a  representative
capacity for Gold Hill  remain unresolved.28  As explained below,
McDonalds  pleadings and attached documents, when viewed  in  the
light  most  favorable  to Morris, did not demonstrate  that  she
acted solely in a representative capacity.
          First,  the October 1998 sales agreement and promissory
note  were  entered  into, respectively, by ANNETTE  R.  MCDONALD,  D.B.A. Gold Hill Mining Company and ANNETTE R.  MCDONALD
ET.AL.   DBA  GOLD  HILL  MINING.   However,  by  McDonalds   own
admission, at that point Gold Hill was not an incorporated entity
in  Alaska.  McDonald has presented no documentation to show that
she acted as a promoter or in a representative capacity for a pre-
incorporated  entity.  Similarly, there is  no  evidence  in  the
record that Gold Hill ratified or assumed the obligations of this
transaction after its incorporation.  There is also no indication
whether the payments on the promissory note were made by McDonald
or by Gold Hill.
          Second,  the  sales agreement and the  promissory  note
were  signed by McDonalds son, William, pursuant to  a  power  of
attorney.   The power of attorney document authorized William  to
          act on McDonalds behalf, not on behalf of the Gold Hill entity.
There  is  no  mention  of Gold Hill in  the  power  of  attorney
document.   These  facts support the view that  McDonald  entered
into  the  sales  contract and promissory note  in  her  personal
          Third,  the February 1999 quitclaim deeds refer to  the
grantee as Annette R. McDonald et. al. DBA Gold Hill Mining.   In
this  description of the grantee, Gold Hill Mining lacks any term
designating  its  existence  as  a  corporate  entity,  such   as
Corporation or Company.29  The address listed for the grantee  is
inconclusive  regarding the true grantee  the  corporate  address
for  Gold  Hill  is  the  same  as  McDonalds  personal  address.
Moreover,  the  facts  are unclear as to whether  Gold  Hill  was
incorporated in Alaska at that time.  While McDonalds motion  for
summary judgment alleged that Gold Hill was properly incorporated
on  October  20,  1998,  she offered no documentary  evidence  to
support  this claim.  We have noted that [a]ssertions of fact  in
unverified  pleadings and memoranda cannot be relied  upon  in  a
motion for summary judgment.30  The quitclaim deeds leave open the
possibility that McDonald was acting in her personal capacity.
          Fourth, and finally, the documents relating to the June
2000  conveyance of the claims to Ascension strongly support  the
view  that  McDonald  owned the claims in her  personal  capacity
during  the preceding time period.  The quitclaim deed  for  that
conveyance  and the filing with the Alaska Recorders Office  both
referred  to the grantor as simply Annette R. McDonald,  with  no
mention  of  Gold  Hill.   Similarly, a  letter  from  Ascensions
attorney  to  the  Bureau of Land Management  shortly  after  the
conveyance  purports  to remit fees for the  transfer  of  claims
formerly held by Annette R. McDonald.
          In  light  of these documents and the absence of  other
documents that could  have supported McDonalds position that  she
acted  solely in a representative capacity, we conclude that  the
issue  of  ownership presents a genuine issue of  material  fact.
As  McDonald  failed  to  carry  the  burden  in  resolving  this
contested  issue  (and given that McDonald was the  party  better
suited   to   put  forth  relevant  documents  to   explain   her
relationship with the debtor defendants), we reverse the grant of
summary judgment by the superior court.
          Because  federal  bankruptcy law does not  require  the
superior  court to stay its hand in ruling on a motion pertaining
to  a non-debtor co-defendant, the superior court did not err  in
proceeding.   However,  because material  facts  are  in  dispute
concerning McDonalds status, we REVERSE the superior courts grant
of summary judgment.

     1     McDonalds motion for summary judgment and her brief to
this  court  posit  that the date of Gold Hills incorporation  in
Alaska  was October 20, 1998.  No documentary evidence  has  been
offered to support this date.

     2      The   briefing  suggests  that  Ascension,   LLC   is
essentially a reorganized version of Gold Hill.

     3    Morris had also sued Rowallan Alaska, Inc. and Rowallan
Mine  Partnership,  entities that had  owned  and  developed  the
claims before the conveyance to McDonald/Gold Hill.  The Rowallan
defendants were dismissed by stipulation, presumably because  the
complaint was limited to post-conveyance events.

     4     Morris  alleged  that he provided labor  services  and
materials   under   the   June   1999   contract   but   remained
uncompensated.  Accordingly, on September 1, 2000 he filed a lien
on  the  neighboring claims.  Citing AS 34.35.125, AS  34.35.050,
and  AS  34.35.140,  Morris  sought  foreclosure  of  the  owners
interests to satisfy his judgment.

     5    State courts have at least concurrent jurisdiction with
bankruptcy  courts to consider the applicability of an  automatic
stay.  In re Mann, 88 B.R. 427, 430 (Bankr. S.D. Fla. 1988).

     6     Powell  v.  Tanner,  59 P.3d 246,  248  (Alaska  2002)
(citations omitted).

     7     A.H.  Robins Co. v. Piccinin, 788 F.2d 994,  998  (4th
Cir.  1986).  Morriss assertion of the stay in this case  is  far
removed  from any of these policy concerns.  First,  the  statute
was  intended  to  protect debtors, not plaintiffs.   Second,  he
seeks to invoke the stay against a non-debtor defendant.

     8    Id. at 999.

     9    Id.

     10    Id. (emphasis added).

     11     Id.  (quoting In re Metal Center, 31  B.R.  458,  462
(Bankr. D. Conn. 1983)).

     12    Id.  Courts have consistently rejected stays for joint
tortfeasors.   See,  e.g., Williford v. Armstrong  World  Indus.,
Inc.,  715  F.2d  124, 126-28 (4th Cir. 1983);  Lynch  v.  Johns-
Manville  Sales  Corp., 710 F.2d 1194, 1198-99 (6th  Cir.  1983);
Wedgewood  v.  Fibreboard Corp., 706 F.2d 541, 544-46  (5th  Cir.

     13     9B  Am.  Jur. 2d Bankruptcy  1583 (1999)  (collecting
cases for each type of co-defendant).

     14    Piccinin, 788 F.2d at 999 (emphasis added).

     15    1 David G. Epstein, Steve H. Nickles & James J. White,
Bankruptcy  3-10, at 135-36 (1992) (discussing Piccinin, 788 F.2d
at 998-99).

     16    See id. at 136 n.11 (The courts . . . will never agree
to apply the Piccinin rule if the debtor is not absolutely bound,
by  contract or law, to indemnify or otherwise reimburse the non-
debtor.) (citing cases).

     17    Rather than argue an identity of interest between Gold
Hill/Ascension  and McDonald, Morris contends that  a  ruling  on
McDonalds  motion  affected  the  debtor  defendants,  because  a
decision  in her favor necessarily was a decision that Gold  Hill
owned the claims in 1999, and not McDonald.  Morriss argument  is
not  only  factually dubious, it is also based  on  an  erroneous
legal  standard.   For  example, he states without  support  that
[a]ny  continuation of a proceeding which affects a debtor  in  a
bankruptcy  proceeding is stayed by 11 U.S.C. 362.   But  whether
the  debtor defendant is affected is simply not the correct legal
test, as explained above.

          Along   these   lines,  Morris  creates  an   either/or
situation: The ownership belongs to one or the other.  A decision
for  one party necessarily affects the other because there is  no
third option.  Morriss either/or argument mistakenly places  Gold
Hill/Ascension  and  McDonald in adverse  positions,  whereas  to
obtain a stay with regard to McDonald, the law requires Morris to
show  that Gold Hill/Ascension and McDonald have essentially  the
same   interest,  such  that  a  judgment  against  McDonald   is
tantamount  to  a judgment against Gold Hill/Ascension.   Morriss
line of argument is insufficient under bankruptcy law.

     18     See, e.g., Piccinin, 788 F.2d at 999; Lynch v. Johns-
Manville Sales Corp., 710 F.2d 1194, 1198-99 (6th Cir. 1983).

     19    Patterson v. State, Dept of Agric., 880 P.2d 1038, 1044
n.12  (Alaska 1994) (citing Cushman & Wakefield, Inc. v.  Backos,
129 B.R. 35, 36 (Bankr. E.D. Pa. 1991)).

     20      See, e.g., Terry v. Chauffeurs, Teamsters & Helpers,
Local   391,   81   B.R.  394,  397-98  (Bankr.  M.D.N.C.   1987)
(considering  whether bankrupt defendant was indispensable  party
under  Rule 19 of Federal Rules of Civil Procedure).  The  Alaska
and federal versions of Rule 19 are essentially identical.

     21    See, e.g., id.; Piccinin, 788 F.2d at 1000.

     22    See supra note 7 and accompanying text.

     23     Our conclusion that Gold Hill and Ascension were  not
indispensable parties is limited to the proceeding on the summary
judgment motion brought by McDonald.  Thus, if Morris later tries
to  sever his claims against McDonald and solely proceed  against
her  while the other defendants remain in bankruptcy proceedings,
the trial court may consider anew whether Gold Hill and Ascension
are indispensable parties to the action.

     24     See 11 U.S.C.  541(a)(1); Piccinin, 788 F.2d at  1001
(emphasis added).

     25     Adamson  v. Univ. of Alaska, 819 P.2d  886,  889  n.3
(Alaska 1991) ([W]here a point is given only cursory statement in
the argument portion of a brief, the point will not be considered
on appeal.).

     26     See  Hinsberger v. State, 53 P.3d  568,  572  (Alaska
2002);  Dome  Labs. v. Farrell, 599 P.2d 152,  159  n.24  (Alaska
1979).  Because Civil Rule 56(e) requires uncontested motions for
summary judgment to be granted only if appropriate, trial  courts
must still consider whether the law entitles the moving party  to
summary judgment.

     27    Powell v. Tanner, 59 P.3d 246, 248 (Alaska 2002).

     28     Because  the  causes of action in the  complaint  are
premised  on  conduct, not mere ownership, it is not  necessarily
the  case  that McDonald would be liable if she indeed owned  the
land.   However, if the lower court should find that she was  the
true owner, her role in this case is transformed from an ordinary
corporate  officer to something more complicated   such  as,  for
example,  an owner, a partner, a lessor, or a licensor.   If  she
was just acting as corporate officer, she generally would not  be
liable  for  the acts of her corporation.  See, e.g.,  Carver  v.
Quality  Inspection & Testing, Inc., 946 P.2d  450,  455  (Alaska
1997)  (citing  3A  Fletcher Cyclopedia of  the  Law  of  Private
Corporations   1117 (rev. ed. 1994)). On the other hand,  if  her
role   went  beyond  a  mere  representative  capacity,   Morriss
complaint  can  be viewed as alleging personal liability  against
McDonald for the wrongdoing of the developers.

     29     The  Alaska Corporations Code is unequivocal  that  a
corporate  name  must  contain  the  word  corporation,  company,
incorporated,  or limited, or an abbreviation  of  one  of  those
words.  AS 10.06.105(a).

     30     Martinez v. Ha, 12 P.3d 1159, 1162 n.11 (Alaska 2000)
(quoting  Jennings  v.  State, 566  P.2d  1304,  1309-10  (Alaska