## Facts

- Lakota Girl Scout Council, Inc., an Iowa nonprofit, planned a capital campaign to improve a 175-acre campsite near Dayton, Iowa.
- Havey Fund-Raising Management, Inc., a professional fund-raising firm led by Francis P. Havey, evaluated the project and advised that raising $325,000–$350,000 was feasible.
- The Council set a $345,000 goal and, on October 1, 1968, contracted with Havey for professional fund-raising services for a $28,000 fee.
- The contract stated Havey did not guarantee any specific amount would be raised.
- The campaign grossed $88,842.32; the Council paid Havey $24,000 and incurred about $10,000 in additional expenses.
- The Council sued for breach of contract, alleging Havey failed to provide the promised services and caused the shortfall.
- During discovery, the Council joined Francis P. Havey individually on an alter-ego theory; the district court permitted joinder and rejected his personal-jurisdiction challenge.
- A jury found for the Council, awarded $35,000, and found by special interrogatory that the corporation was Havey’s alter ego.
- The district court submitted damages only on a lost-profits measure: what the Council would have obtained with performance, minus savings attributable to the breach.

## Issues

1. Whether the district court had personal jurisdiction over Francis P. Havey after he was joined as an individual defendant.
2. Whether the evidence was sufficient to support the jury’s finding that the corporation was Havey’s alter ego, justifying personal liability.
3. Whether the district court erred by (a) submitting lost profits as the measure of damages and (b) admitting expert opinion testimony on feasibility and expected campaign results.

## Decision

- The Eighth Circuit affirmed the judgment for the Council.
- The court held the district court properly exercised personal jurisdiction over Francis P. Havey.
- The court held the evidence supported the jury’s alter-ego finding and resulting personal liability.
- The court held lost profits were a permissible measure of contract damages on this record and that admitting expert opinion to prove them was not error.

## Legal Principles

- A nonresident corporate officer may be subject to forum personal jurisdiction where the claim arises from in-forum activities conducted through the corporation and, once veil-piercing is supported, the officer could reasonably anticipate being sued in the forum.
- Alter-ego liability may be imposed when an individual so dominates and controls a corporation that it lacks separate existence, and recognition of the corporate form would work an injustice; sufficiency of proof is largely a fact question for the jury.
- In a service-contract breach, the absence of a contractual guarantee of a particular outcome does not bar recovery of damages proximately caused by nonperformance of promised services.
- Lost profits are recoverable if within the parties’ contemplation and proved with reasonable certainty; mathematical precision is not required.
- Expert opinion may be admitted to assist the factfinder on expected results and lost profits; disputes about the expert’s assumptions typically go to weight, not admissibility.

## Conclusion

The court upheld a jury verdict awarding lost-profits damages against a professional fund-raising firm and its owner, concluding that Iowa could exercise personal jurisdiction over the owner, the evidence supported piercing the corporate veil on an alter-ego theory, and expert-supported lost profits provided an acceptable measure of contract damages despite the contract’s disclaimer of any guaranteed fund-raising amount.


Lakota Girl Scout Council, Inc. v. Havey Fund-Raising Mgmt., Inc., 519 F.2d 634 (8th Cir. 1975)