This case involves an attempt by Edwards Company, Inc.1 to pierce the corporate veil of Monotronics, Inc. in order to hold its parent corporation, Monogram, Inc.,2 liable for $352,000 in debt of Monotronics owed to Edwards.3
After a bench trial, the district court, applying Texas law in this diversity case, refused to pierce Monotronics’ veil. It held that “[Edwards] has failed to show that Monotronics was incorporated for an illegal, fraudulent, or improper purpose, that Monogram employed inequitable means to place [Edwards] in a position of disadvantage, or that [Edwards] acted to its detriment as a result of representations made by Monogram.” Record Vol. Ill at 760.4 *979A panel of this court reversed, 700 F.2d 994 (5th Cir.1983), holding that where a “subsidiary has no real corporate existence but serves as a mere conduit for the parent, Texas law permits a creditor to go against the parent for debts incurred,” id. at 995, notwithstanding the fact that the creditor has made no showing of fraud or injustice. We granted en banc rehearing, 715 F.2d 157 (5th Cir.1983), primarily to decide whether, under Texas law,5 a plaintiff suing on a contract must show fraud or injustice before piercing the corporate veil, and secondarily to determine whether the panel correctly characterized Monotronics as having “no existence of its own.” 713 F.2d 139, 142 (5th Cir.1983).6
Contrary to the panel, we agree with the district court that in order to pierce the corporate veil on a contract claim in Texas, a showing of fraud or injustice is required and that no such showing was made here. Although not necessary to our result, we also conclude that the district court’s findings of fact, which are not clearly erroneous, and the full record in this case do not support the panel’s conclusion that Monotronics had no existence separate from that of Monogram. We therefore affirm the judgment of the district court.
I. FACTUAL BACKGROUND.
The facts of this case have been fully described in the panel opinion, and can be summarized here as follows: In 1977, Monogram decided to acquire Entronic Corporation, a corporation located in Earth City, Missouri that produced and sold smoke detectors. Entronic was a profitable business, with a sales volume of $9,000,000 in 1976, pre-tax earnings that reached $1,000,-000 by June 30, 1977, and a net worth at June 30, 1977, of approximately $900,000. Entronic was considered an especially attractive acquisition because it had strong sales in the “captured market,” i.e., among customers who were required by law to install smoke detectors.
Monogram decided to effect its purchase of Entronic through Monotronics, a wholly-owned subsidiary created in May 1977.7 Monogram’s contribution to the capital of Monotronics at formation was approximately $1,800,000 in cash. In July 1977, Monotronics bought seventy-five percent of Entronic’s stock pro rata from its shareholders. Then Monotronics and these shareholders formed Entronic Company, a limited partnership organized under the laws of the State of Missouri. Monotronics constituted the sole general partner, with a seventy-five percent interest in the partnership’s profits and losses, and the other shareholders in Entronic Corporation were limited partners with a total interest of twenty-five percent. Both Monotronics and the limited partners contributed their Entronic stock to the partnership and Entronic Corporation was subsequently liquidated.
Monotronics was operated out of Monogram’s offices in Santa Monica, California. All of the officers and directors of Monotronics were either officers or directors of Monogram. Monotronics did not have its own payroll, telephone or office space, and all of Monotronics’ bookkeeping was handled by Monogram. Entronic’s employees scheduled production, ordered supplies and marketed Entronic’s smoke alarms. Entronic’s financing, which was required primarily for working capital and for a plant expansion in Texas, was accomplished through unsecured loans provided by or guaranteed by Monogram.
*980Entronic’s business remained strong for several months: Immediately following the acquisition, one month’s sales were approximately $1,800,000 and in March 1978 sales were $1,600,000. In April, however, sales fell to $1,000,000 and in May sales had fallen to $340,000, with losses of $187,000. This decline in profits is attributed to several factors: General Electric’s “dumping” alarms on the market at greatly reduced prices; poor quality control and a high rate of smoke alarms returned to the plant; and difficulties in collecting accounts receivable.
Although several attempts were made to rescue Entronic, sales continued to drop and losses mounted. In February 1979, Monotronics sold its interest in Entronic to Newco W.A.H., a corporation headed by the former president of Entronic, A1 Hayes. Soon after that, Newco filed a Chapter 11 bankruptcy petition in the Southern District of Texas. At the time of the trial, Monotronics was not conducting any business and had total assets of approximately $10,000.
Entronic’s largest outstanding creditor was Edwards. Edwards manufactures the “midi-horns” that sound the alarm in smoke detectors. Edwards first sold midi-horns to Entronic Corporation in late 1976. Before Entronic was allowed to buy these horns on credit, Edwards performed an extensive credit check on Entronic, obtaining information not only from Entronic’s bank but also from some of Entronic’s creditors.
More midi-horns were sold to then-Entronic Company in the fall of 1977 and Edwards experienced difficulty in getting paid. Eventually, after putting a credit hold on Entronic, Edwards was paid. It then sold Entronic $352,247.68-worth of midi-horns from March 23, 1978 to June 30, 1978. Payment was not made by Entronic on this extended credit, resulting in liability of the general partner Monotronics for the debt, and this suit was then brought.
Edwards was not misled into extending any credit because of any misrepresentation made by Monogram. As the panel noted:
Edwards did not learn of Monogram’s July 1977 acquisition until December 1977, after Edwards had experienced credit problems with Entronic in the fall of 1977. It did not learn of Monotronics’ existence until the following September, over one month after the last shipment to Entronic. The shipments made in the spring and summer of 1978 were made without knowledge of Monotronics’ existence, but they also were made without any assurance or representation from Monogram that it would stand for Entronic’s debts.
700 F.2d at 999.8
II. THE NECESSITY OF SHOWING “FRAUD OR INJUSTICE.”
We note at the outset that Edwards seeks to hold Monogram liable for a contractual obligation as opposed to a tort claim. In First National Bank in Canyon v. Gamble, 134 Tex. 112, 132 S.W.2d 100 (1939), the Texas Supreme Court set forth the showing a plaintiff must make in order to pierce the corporate veil when suing on a contract. In Gamble, the plaintiff sued a subsidiary to collect on a promissory note. The court held the parent company liable for the subsidiary’s debt because the two corporations had no separate identities and because the officers of the parent had breached a relationship of trust between the parties in interest. The court noted that the corporate fiction could not be disregarded unless “the separate*981ness of the corporation has ceased and ‘the facts are such that an adherence to the fiction of the separate existence of the corporation would ... sanction a fraud or promote injustice.’ ” 132 S.W.2d at 103 (quoting Minifie v. Rowley, 187 Cal. 481, 202 P. 673 (1921)) (emphasis added).
That a showing of fraud or injustice must be made by creditors was reaffirmed by the Texas Supreme Court when it discussed the different requirements for piercing the corporate veil in contract and tort cases in Bell Oil & Gas Co. v. Allied Chemical Corp., 431 S.W.2d 336 (Tex. 1968), and Gentry v. Credit Plan Corp., 528 S.W.2d 571 (Tex.1975). In Bell, Allied Chemical Corporation sought recovery from Bell Oil & Gas Company for the debts incurred by an affiliated corporation, Mid-Tex Development Company, and a subsidiary corporation, Apollo Oil Company. The suit was “based upon contractual obligations and not upon fraud or some other tort.” 431 S.W.2d at 338. The trial court and the court of civil appeals had found that Bell and its co-parent corporation, Lu-bell & Company, were liable for their subsidiaries’ debts because they had “ ‘so used their respective stock ownership of Mid-Tex Development Company and Apollo Oil Company as to make those companies a mere agent, representative, adjunct, device, stooge or dummy’ ” of Bell. Id. at 339 (quoting court of civil appeals’ quote of trial court). In reversing, the Texas Supreme Court held that, in a contract case, the corporate form is not to be disregarded unless the corporate entity is being “ ‘used to defeat public convenience, justify wrongs, such as violation of the anti-trust laws, protect fraud, or defend crime.’ ” Id. (quoting State v. Swift & Co., 187 S.W.2d 127, 131-32) (Tex.Civ.App. — Austin 1945, writ ref’d) (citations omitted).
In distinguishing contract claims from tort claims, the court noted that:
“The attempt to hold a parent corporation where the claim asserted is of contractual origin presents added difficulties. The very reasonable question must be met and answered why one who contracted with the subsidiary and received the promise which he bargained for but who has been disappointed in the fulfillment by the subsidiary of its commitment should be allowed to look to the parent. As a matter of contract right it is evident he may not. Additional compelling facts must appear.”
431 S.W.2d at 339-40 (quoting Douglas & Shanks, Insulation From Liability Through Subsidiary Corporations, 39 Yale L.J. 193, 210 (1929)). The court recognized that delineation of these “additional compelling facts” in the form of a general rule is difficult, but concluded that “the corporate arrangement must be one which is likely to be employed in achieving an inequitable result by bringing into operation a basically unfair device which in all probability will result in prejudice to those dealing with [it], or one which has actually resulted in the complaining party’s having been placed in a position of disadvantage by the exercise of inequitable means, of which the corporate arrangement is a part.” 431 S.W.2d at 340. The court then proceeded to determine whether Bell had used Mid-Tex and Apollo to perpetrate fraud or injustice. The court found that there was “no evidence that Mid-Tex was originally incorporated for an illegal, improper or fraudulent purpose,” id., and that Apollo was organized to succeed Mid-Tex. The court also found that no credit was advanced by Allied to either Mid-Tex or Apollo “because of any representation, statements or guarantees made by Bell.” Id. at 341. Finally, the court found that each of the corporations had been maintained as a separate corporate entity and that during the time that Allied had sold petroleum products to Mid-Tex and Apollo, Bell received no payments or credits from Mid-Tex on indebtedness to Bell. Id. Thus, the court held that since Bell had not engaged in any fraud or injustice, Allied could look only to Mid-Tex or Apollo for payment.9
A different result was obtained in Gentry v. Credit Plan Corp., where the plain*982tiffs brought a tort claim against a parent corporation for the acts of its subsidiary. In distinguishing tort claims from contract actions, the court observed that:
Unlike a suit for breach of contract, the plaintiff in a tort case does not have the burden of justifying a recovery against the parent when he willingly contracted with the subsidiary. The problem in such a case is essentially one of allocating the loss. It is not necessary to establish fraud, and the financial strength or weaknesses of the subsidiary is an important consideration.
528 S.W.2d at 573 (citing Bell).
In Gentry, the court found that the subsidiary Credit Plan was not operated and used by the parent Colonial as a separate entity and that the subsidiary was undercapitalized. Thus, the plaintiffs were allowed to recover in tort from Colonial since no showing of fraud or injustice was required.10
The stricter standard applied to contract claims has been recognized and applied by several lower Texas courts subsequent to Bell and Gentry. See, e.g., Hanson Southwest Corp. v. Dal-Mac Construction Co., 554 S.W.2d 712, 717 (Tex.Civ.App.— Dallas 1977, writ ref’d n.r.e.) (court held that “additional compelling facts” must be present to pierce in a contract case and found that no showing of fraud or injustice had been made by plaintiff); Angus v. Air Coils, Inc., 567 S.W.2d 931, 933 (Tex.Civ. App. — Dallas 1978, no writ) (court acknowledged contract-tort distinction drawn in Gentry and refused to disregard corporate entity and impose corporation’s contractual indebtedness on individual incorporator and director of business absent evidence of fraud or bad faith); Siboney Corp. v. Dresser Industries, Inc., 521 S.W.2d 639, 642-43 (Tex.Civ.App. — Houston [1st Dist.] 1975, writ ref’d n.r.e.) (court recognized contract-tort distinction and refused to hold *983parent corporation liable for subsidiary’s debts where subsidiary not operated for fraudulent or improper purposes, and plaintiff did not advance credit to subsidiary on basis of parent’s guarantees).11
Thus, we believe that the panel erred in concluding that, in a contract case, a plaintiff need only show that a subsidiary is a mere agent or conduit of the parent to pierce the corporate veil.12 A showing that *984the subsidiary was used by the parent for fraud or injustice must also be present.
Such a showing has not been made in this case. As we noted at the outset, the district court found that “[Edwards] has failed to show that Monotronics was incorporated for an illegal, fraudulent, or improper purpose, that Monogram employed inequitable means to place [Edwards] in a position of disadvantage, or that [Edwards] acted to his detriment as a result of misrepresentations made by Monogram.” Record Yol. III at 760. This finding is borne out by the record.13 Edwards’ chief financial officer testified that shipments made to Entronic during the spring and summer of 1978 were made without any assurance or representation from Monogram that it would stand for Entronic’s debts. Moreover, no evidence was introduced to indicate misplaced reliance on misleading conduct by Monogram. Nor did Monotronics prefer itself as a creditor of Edwards. In fact, none of the loans (aggregating approximately $2,100,000) made by Monogram to Entronic was ever repaid. Thus, Edwards relied on Entronic’s credit and its credit alone. Even after Edwards had difficulty obtaining payment from Entronic, it continued to advance credit to Entronic in excess of $350,000. Because Edwards has failed to show that there has been any fraud or injustice, it has not met the requirements for piercing the corporate veil in a contract case under Texas law.
III. THE QUESTION OF MONOTRONICS’ SEPARATE EXISTENCE.
Although it is unnecessary for us to address the issue of Monotronics’ separate existence since Edwards has made no showing of fraud or injustice, we do so in order to dispel the panel’s notion that, based on the facts of this case, Monotronics could be properly characterized as nothing *985more than “a piece of paper lying in a file cabinet____” 700 F.2d at 1003.
The panel recognized that [t]he fact that Monogram owned 100 percent of the stock in Monotronics does not, in and of itself, defeat their separate existence. Nor does the fact that they filed a joint tax return defeat their separate existence. Interlocking officers and directors does not suffice, either. Nor will it suffice that one corporation has loaned money to another.
700 F.2d at 1003. Nevertheless, the panel found that Monotronics existed “in name only,” id. at 1004, because “[all] the directors and officers of Monotronics were ... directors and officers of Monogram,” and “[w]hen the Monogram/Monotronics officers and directors acted, they acted for Monogram.” Id. The panel decided that “Monotronics did not participate [in] the major decisions of Entronic’s very life,” because “Monotronics exercised no control over the relocation of Entronic Company’s plant from Missouri to Texas or over the doubling of the size of the plant.” 713 F.2d at 142. Such a conclusion was reached because “[n]o minutes were recorded in Monotronics’s records about these matters or about the firing of Entronic’s president, A1 Hayes.” Id. The panel also found that “without authorization or ratification from Monotronics, Monogram poured over $484,000 into Entronic between July and October 1977.” Id. In sum, although Monotronics had observed “a few formalities,” 700 F.2d at 1004, the panel held that “Monotronics had no mind of its own, no body of its own, no will of its own, and, indeed, no existence of its own.” 713 F.2d at 142.
Our review of the district court’s findings of fact and the record itself paints a different picture. From the start, Monotronics was more than “just a piece of paper.” At its creation, Monotronics was infused with nearly $1,800,000 in cash, which was used primarily to acquire seventy-five percent of the stock of Entronic Corporation. Following Monotronics’ acquisition of Entronic Corporation, this $1,800,000 remained on Monotronics’ books, represented by cash and its investment in Entronic Company, the latter being initially augmented by Monotronics’ share of Entronic’s post-acquisition profits and subsequently diminished by its share of Entronic’s precipitous losses. Moreover, the record is replete with resolutions passed by Monotronics’ Board of Directors. For example, there are minutes reflecting the election of officers; the decision to purchase Entronic Corporation stock; the formation of Entronic Company; the authorization of nearly $1,400,000 in loans to Entronic Company from Monogram; the approval of a $640,000 loan to Entronic Company from the Bank of America; the authorization of Monotronics’ directors to enter into agreements with creditors on behalf of Entronic Company; and the decision to sell Monotronics’ partnership interest to Newco. Defendant’s Exhibit 16. The record also contains several resolutions adopted by Monotronics’ sole shareholder, Monogram, regarding, inter alia, the election of directors, the purchase of Entronic Corporation stock, and the sale of Monotronics’ partnership interest in Entronic Company. Id.
The financial records of Monotronics were kept separate from those of Monogram, and inter-company loans were carefully recorded on the books of each, including accrued interest payable and receivable. Defendant’s Exhibits 21-22. Of the $2,100,000 advanced by Monogram to Entronic to be used for working capital or construction, approximately $1,350,000 was evidenced by promissory notes signed by either Philip Ball, vice-president of Monotronics, or Leonard Hutchinson, Monotronics’ treasurer.
That all of Monotronics’ officers and directors were tied to Monogram does not make Monotronics “a mere shadow” of Monogram. As the Texas Supreme Court noted in Gentry, supra, “[a] subsidiary corporation will not be regarded as the alter ego of its parent because of ... a duplication of some or all of the directors or officers____” 528 S.W.2d at 573 (em*986phasis added). The panel’s premise that “ ‘Monotronics’ did nothing” is also refuted by the testimony by Monotronics’ officers, which described actions taken on behalf of Monotronics. Martin Stone, president of Monotronics, regularly received and reviewed financial information relating to the business of Entronic Company, and he hired and fired Entronic’s general managers. Record Vol. V at 348-49, 386-87.14 Philip Ball testified that he and most of Monotronics’ other officers reviewed Entronic’s financial statements, Record Vol. IV at 103, and Leonard Hutchinson testified that he made trips to Entronic’s Texas facility on behalf of Monotronics. Id. at 167.15 In addition, Ronald Sidorchuk described his duties as assistant- treasurer of Monotronics, which included obtaining financing for Entronic and supervision of Monotronics’ funds. Record Vol. V at 275-77. The panel’s assumption that the officers of Monotronics took no action on behalf of Monotronics is therefore unsupported by the record.
The panel’s determination that Monotronics failed to participate in Entronic’s business affairs is also based on the fact that there are no minutes reflecting actions taken by its Board of Directors with regard to the firing of Entronic’s general manager or the relocation of Entronic’s plant from Missouri to Texas. Because Monotronics was the general partner of Entronic and those actions were material to Entronic, we agree that it would have been preferable for those actions to have been reflected in the corporation’s minutes. Yet it can hardly be said that Monotronics did not participate in or authorize these decisions. Stone and Ball comprised two-thirds of Monotronics’ three-member Board of Directors16 and made the critical decisions regarding Entronic. For instance, Ball testified that he and Stone conferred before deciding to fire Entronic’s general manager, A1 Hayes. Record Vol. IV at 106. While this decision may not have been memorialized in the form of corporate minutes, it would be elevating form over substance to argue that it was made without the consent and approval of Monotronics’ Board of Directors. Furthermore, Ball also testified that minutes of Board action were kept only when required by law or by an outside party. Id. at 92-93. Although, again, it would have been preferable for Monotronics’ board to have recorded all of its actions in the form of minutes, the failure to have recorded some of those actions does not obscure the fact that Stone and Ball were intimately involved in the critical decisions concerning Monotronics and Entronic, and that they were empowered to and did act on behalf of Monotronics’ Board of Directors.17
Undoubtedly, Monotronics was ultimately controlled by Monogram. This will always be the case where a parent corporation has a wholly-owned subsidiary. It does not necessarily follow, however, that the subsidiary has no separate existence. Here, the record shows that Monotronics was more than “just a piece of paper.” *987Thus, we believe the panel incorrectly concluded that Monotronics was not separate from Monogram.
The judgment of the district court is AFFIRMED.