1. Except as otherwise specifically provided by statute or agreement, no person other than the limited-liability company is individually liable for a debt or liability of the limited-liability company unless the person acts as the alter ego of the limited-liability company.
2. A person acts as the alter ego of a limited-liability company only if:
(a) The limited-liability company is influenced and governed by the person;
(b) There is such unity of interest and ownership that the limited-liability company and the person are inseparable from each other; and
(c) Adherence to the notion of the limited-liability company being an entity separate from the person would sanction fraud or promote manifest injustice.
3. The question of whether a person acts as the alter ego of a limited-liability company must be determined by the court as a matter of law.