Blair v. Bernhard & Priestly Architecture Inc.

• Court: Superior Court of Maine
• Decided: January 30, 2015
• Docket: CUMbcd-cv-14-48
• Status: Unpublished

Opinion

( ENTERED FEB 2 0 2015

STATE OF MAINE BUSINESS AND CONSUMER COURT

Cumberland, ss. aflil.Jt-~- t-~v--t~

FRANCIS I. BLAIR

Plaintiff

v. Docl{et No. BCD-CV-14-48 /

BERNHARD & PRIESTLEY ARCIDTECTURE, INC.

Defendant

ORDER ON PLAINTIFF'S MOTION TO AMEND COMPLAINT TO ADD PARTY DEFENDANTS

Plaintifl' Francis Blair has filed a Motion to Amend Complaint to Add Party Defendants, seeking to add Richard Bernhard and John Priestley, two principals of the Defendant corporation, as Defendants in the case. The Motion is opposed. The court elects to decide the Motion without ot·al argument. See M.R. Civ. P. 7(b)(7).

The Motion is triggered by the dissolution of the Defendant corporation as of September 23, 2014<. The Objection to the Motion is threefold. First, the Motion to Amend was filed after the October 1, 2014< deaclline previously set for joinder of parties and amendment of pleadings. Second, the Defendant corporation was suspended and reinstated. Third, the Plaintiff cannot hold the pi'Oposecl individual Defendants liable without piercing the corporate veil.

The timeliness objection has a basis in the October I, 20H deadline for joinder and amendment, but the previously set deadline meant that motions filed after the deadline could be denied solely because they were untimely, unless the late filing were justified. Here, the dissolution of the Defendant corporation became lmown to the Plaintiff in November 2014•, well after the deadline for joinder. Plaintiff has presented justification for not being held to the October 1, 20 1'1< deadline.

The second O~jection-that the corporation is in the process of being reinstated-may well be accm·ate but it is not sufficient. The deposition transcript filed with the Motion to Amend suggests that the Defendant corporation was dissolved, not just suspended as the O~jection indicates. A corporation suspended by the Maine Secretary of State for a ftling· violation can be reinstated, but it is less clear that a dissolved corporation can be un-dissolved ,- anclt·econstituted.

The third Objection is valid as to some of the Plaintiffs claims but not others. Specifically, because individual officers and employees of a corporation can be held personally liable for their own tortious acts and for unfair trade practices arising from fraud or misrepresentation, see Advanced Coust. Co1p. v. Pdecki, 2006 ME 8·1·, ~ 13, 901 A.2cl 189; see also (

!Vlariello v. Giguere, 667 A.2d 588, 590-91 (Me. 1995), Counts II (misrepresentation); III (negligence), V (fraudulent misrepresentation), VI (unfair trade practice) and VII (punitive damag·es) of the proposed Amended Complaint can be asserted against Messrs. Bernhard and Priestley without piercing the corporate veil. Counts I (breach of contract) and IV (unjust enrichment) do require piercing· the corporate veil in order to impose personal liability. The proposed Amended Complaint does contain veil-piercing allegations at paragraph 7, but in the court's view, the allegations need to be significantly more specific if the Plaintiff proposes to proceed under Counts I and IV as to the individuals. ·

Accordingly, it is ORDERED:

1. Plaintiffs Motion to Amend to Add Additional Defendants is granted as to Counts II, III, V, VI and VII of the Amended Complaint, and denied without prejudice as to Counts I and IV.

2. Plaintiff may, at his option, file an Amended Complaint naming Richard Bernhard and John Priestley as Defendants will respect to the five counts as to which the Motion is granted, or may renew his Motion as to Cotmts I and IV with specific allegations as to the acts or omissions of the individual Detendants that justify imposing personal liability as to Counts I and IV.

3. The Amended Complaint or the renewed Motion to Amend as to Counts I and IV shall be filed within 20 days of this Order.

Pursuant to M.R. Civ. P. 79(a), the clerk is hereby eli· cted to incorporate tllis order by

~ reference in the docket.

Dated January 30, 2016 /(. M. -lorton Justice, Business and Consumer Court

Entered on \he Docket: ,9 L:l /t f -/' Copies sent via Mall __ ElectronicallY ...Jf 2 Francis I. Blair v. Bernhard & Priestley Architecture, Inc. BCD-CV-14-48

Francis I. Blair. Plaintiff

Counsel: Gerard Fournier, Esq. One Merchants Plaza, Suite 603 PO Box 2429 Bangor, ME 04402-2429

Bernhard & Priestley Architecture, Inc. Defendant

Counsel: Steven Peterson, Esq. PO Box 330 643 Rockland St, Suite B W. Rockport, ME 04865