Q: In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision. Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. You should write an incorrect option. Even though there exist multiple wrong answers, we only need a single wrong answer. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.
the exception applies to cases where there is a "violation[ ] of a duty arising from a contract or otherwise, and owed directly to the shareholder." Id. "Thus, in this case the exception would apply if the alleged wrongful conduct of [Manheim] is a violation of a duty arising from a contract or otherwise with [the Forshees], and owed directly to [the Forshees]." Stocks, 3 P.3d at 724 (quotations omitted). As noted by Judge Campbell in her summary judgment order, in Harris, the Utah Court of Appeals rejected the assertion of standing by a stockholder who was also a joint-guarantor of a corporation's debts. Although the court noted that the shareholder had "suffered ... losses as a result of his status as a shareholder and joint-guarantor," it nonetheless c 898 P.2d 709, 717-18 (1995) (<HOLDING>); Wells Fargo AG Credit Corp. v. Batterman, 229
Holding statements: (A) holding that individual shareholders of a corporation could disregard the corporate form and assert that a loan made to their corporation was usurious where the lender insisted that the shareholders incorporate an entity to receive the proceedseven though the proceeds were for the individual shareholders benefitsolely to avoid the lower usury rate for individual borrowers (B) holding that a shareholders status as a guarantor of a corporations debts did not give him standing to assert individual claims against the directors of the corporation where the shareholder was not seeking to enforce any specific obligations owed to him under the terms of the guarantee (C) holding that a shareholders status as a guarantor of a corporations debts did not give him standing to assert individual claims against a creditor of the corporation where the guarantees were never enforced and all of the injuries alleged were indirect damages suffered by the parties in their capacities as shareholders or employees (D) holding that shareholders status as personal guarantors of the debts of several automobile dealerships did not give them standing to assert claims against a creditor that provided the dealerships with floor plan financing where the causes of action pleaded by the shareholders all asserted losses sustained by them as a result of the destruction of their eorporations and the claims were entirely derivative of causes of action which belonged to the corporations (E) holding that in a merger shareholders are effectively purchasing shares in a new corporation while losing their status as shareholders in the previous corporation
A:
holding that individual shareholders of a corporation could disregard the corporate form and assert that a loan made to their corporation was usurious where the lender insisted that the shareholders incorporate an entity to receive the proceedseven though the proceeds were for the individual shareholders benefitsolely to avoid the lower usury rate for individual borrowers