dissenting.
I agree with the majority that insufficient evidence was presented in this case to pierce the corporate veil. Nothing in this record indicates to me that arrangements between General and Humana were used to perpetrate fraud or to evade responsibilities.
I must respectfully dissent, however, because I disagree with the majority’s conclusion that because Humana did not abuse the corporate form we are precluded from finding that it may be liable to the plaintiffs here under a theory of apparent or ostensible agency. In my view, applying an apparent agency theory in this case would not undermine or “vitiate” the law pertaining to parent and subsidiary corporations. It is possible to refuse to pierce the corporate veil with respect to many of the operations of General here while still holding that Humana may be liable to certain plaintiffs under a theory of apparent agency.3
Piercing the corporate veil looks to the relationship between the two defendants; apparent agency, on the other hand, looks to the relationship of the defendant to the plaintiff. As the majority correctly points out, apparent agency is basically an estoppel theory; it is called into play when a member of the public deals with another and justifiably relies upon representations by the defendant that he is dealing with the defendant’s agent. In Richmond County Hosp. Auth. *74v. Brown, 257 Ga. 507 (361 SE2d 164) (1987), the hospital and the emergency room group were two separate entities; the doctor who treated the plaintiff was not actually the hospital’s employee or agent. The hospital was nevertheless liable to the plaintiff for any negligence on the part of the doctor because the hospital, by its actions, represented to the public that the emergency room doctors were its employee agents.
Decided March 15, 1996 Reconsideration denied March 29, 1996 Smith, Gambrell & Russell, David M. Brown, S. David McLean, Jr., for appellants. Butler, Wooten, Overby & Cheely, James E. Butler, Jr., Joel O. Wooten, Jr., Alston & Bird, Judson Graves, R. Clay Milling II, Floyd & Stanford, Jackson C. Floyd, Jr., for appellees.The same is true here. The separate corporate identities were not abused, and the two separate corporations were not used to perpetrate fraud or evade responsibilities. They are actually separate corporations. Nevertheless, Humana represented to the public that it owned or managed the hospital. Signs, brochures, and advertisements proclaimed to the world that this was a Humana hospital. Ray Thomas, the husband of the decedent in this case, stated in his affidavit that he had seen the signs and knew of Humana’s reputation. According to Thomas, in allowing his wife to be treated at the hospital, he specifically relied upon Humana’s reputation for quality medical care.
I see nothing in the record rebutting this evidence. It is sufficient, in my opinion, to support a claim of apparent agency, the viability of which remains despite the failure to pierce the corporate veil. Consequently, I would affirm the trial court.
Presiding Judge Pope recognizes this possibility in his separate dissent. He does not reach this issue, however, because in his view the corporate veil was pierced.