Constantine, K. v. Lenox Instr. Co.

2024 Pa. Super. 213, 323 A.3d 1281
CourtSuperior Court of Pennsylvania
DecidedSeptember 17, 2024
Docket2676 EDA 2022
StatusPublished
Cited by3 cases

This text of 2024 Pa. Super. 213 (Constantine, K. v. Lenox Instr. Co.) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Constantine, K. v. Lenox Instr. Co., 2024 Pa. Super. 213, 323 A.3d 1281 (Pa. Ct. App. 2024).

Opinion

J-A28023-23

2024 PA Super 213

KAREN M. CONSTANTINE, : IN THE SUPERIOR COURT OF ADMINISTRATRIX OF THE ESTATE OF : PENNSYLVANIA THOMAS A. CONSTANTINE, : DECEASED, AND INDIVIDUALLY AS : WIDOW IN HER OWN RIGHT : : Appellant : : : No. 2676 EDA 2022 v. : : : LENOX INSTRUMENT COMPANY, : INC., AND ESTERLINE : TECHNOLOGIES CORPORATION :

Appeal from the Order Entered October 24, 2022 In the Court of Common Pleas of Philadelphia County Civil Division at No: 170600672

BEFORE: OLSON, J., STABILE, J., and COLINS, J.*

OPINION BY STABILE, J.: FILED SEPTEMBER 17, 2024

At issue here is whether Appellee, Esterline Technologies Corporation

(“Esterline”), was properly dismissed from the case. Appellant, Karen M.

Constantine, administratrix of the estate of Thomas A. Constantine, deceased,

and individually as a widow in her own right (collectively referred to here as

“Constantine”), had attempted to pierce Esterline’s corporate veil, alleging

that it was liable for the negligent conduct of its subsidiary, Lenox Instrument

Company, Inc. (“Lenox”), in causing the decedent’s fatal mesothelioma. Prior

to trial, Esterline moved for summary judgment, arguing that its corporate

____________________________________________

* Retired Senior Judge assigned to the Superior Court. J-A28023-23

veil could not be pierced as a matter of law. The motion was denied, but

Esterline later moved to exclude any veil-piercing evidence at trial. A

subsequent trial judge granted the motion, leading to Esterline’s dismissal.

Constantine went on to prevail against Lenox, and she now challenges

Esterline’s dismissal on the ground that it was precluded by the coordinate

jurisdiction rule.1 Finding merit in that contention, we reverse.2

The decedent was employed by Lenox as a draftsman and designer from

1972 to 1981. During most of that period, Lenox manufactured a fiber optic

borescope called the “Lightsource,” which was sold to the United States Navy.

One component of this product was a heat shield made from a sheet of

asbestos cement called a “transite” board.

The decedent was diagnosed with malignant mesothelioma in 2016, and

in 2017, he alleged in the original complaint that this illness was caused by

the fabrication of transite boards. During that process, the transite boards

were sawed and drilled in Lenox’s work areas, contaminating the space with

asbestos dust that was inhaled by the decedent. He alleged that Lenox was

negligent in exposing him to this hazard.

1 Lenox and Constantine also have filed cross-appeals against each other. At docket number 2761 EDA 2022, Lenox asserts numerous evidentiary and constitutional issues. At docket number 2710 EDA 2022, Constantine challenges the trial court’s denial of delay damages. Neither of those cross- appeals are germane to the issues in the present case.

2 At docket number 4 EDM 2020, Constantine had sought interlocutory review

of the order dismissing Esterline from the case, and review was denied.

-2- J-A28023-23

In the first amended complaint, the operative pleading, Esterline was

added as a defendant under the theory that it was liable for the conduct of

Lenox. See First Amended Complaint, 4/6/2018, at ¶ 3. It was asserted

further that Esterline was the parent company of Lenox, and that at the

relevant times, it controlled Lenox to the extent that they must be treated as

a single entity. See id. The decedent passed away on May 14, 2019, at which

point Constantine became the representative of his estate. 3

Esterline moved for summary judgment on April 5, 2019. In pertinent

part, Esterline asserted that it could not be held liable for the decedent’s

injuries because it was unaware of his exposure to asbestos; the decedent

was employed solely by Lenox; and Esterline was a distinct corporate entity

from Lenox. See Esterline’s Motion for Summary Judgment, 4/5/2019, at 5-

13.

As to whether there was any evidence that would support piercing the

corporate veil, Esterline summarized its position as follows:

There is no evidence of corporate mismanagement as to Esterline, undercapitalization, failure of Esterline to adhere to corporate formalities, substantial intermingling of Esterline and Lenox's affairs or use of Lenox's corporate form to achieve Esterline's own ends. Accordingly, Esterline is entitled to summary judgment on all of [Constantine’s] claims as a matter of law.

Id., at 13.

3 Esterline filed preliminary objections challenging whether the pleadings were

sufficiently specific with respect to the basis for its liability, and the objections were overruled.

-3- J-A28023-23

Constantine opposed Esterline’s summary judgment motion on the

ground that Esterline “had failed to maintain Lenox’s corporate existence,”

and exercised near complete control over its finances and operations.

Plaintiff’s Opposition to Esterline’s Motion for Summary Judgment, 4/19/2019,

at 2, 13-17.

It was undisputed that Esterline was the sole shareholder of Lenox from

1974 to 1981, and that the labelling on the Lightsource device bore the

Esterline logo and referred to Lenox as a “unit” of Esterline. Constantine

further asserted that:

once Esterline became Lenox's sole shareholder, none of the individuals at Lenox who had previously run the company (i.e., John Lang, Sr., John Lang, Jr., Paul Lang or William Lang) held any corporate positions. John Lang, Sr. was designated the "General Manager" of Lenox, a position more suited to an unincorporated division, and, upon his death, John Lang, Jr. was given the title of " General Manager." Of note, after the Lang brothers purchased the stock of Lenox from Esterline [in 1981], the family members assumed proper corporate positions. William Lang, for example, became a corporate vice-president of Lenox.

Indeed, there is no evidence whatsoever that Esterline, during the period of time that it was Lenox's sole shareholder, took the necessary steps to maintain any corporate formalities with respect to Lenox:

 There was no annual shareholders' meeting.

 There was no duly elected Board of Directors for Lenox.

 There were no duly appointed (by the Lenox Board of Directors) corporate officers for Lenox (e.g., President, Vice-President, Corporate Secretary, Corporate Treasurer, etc.).

-4- J-A28023-23

 There is no evidence that, during the entire relevant period, Lenox ever took any action in its capacity as a separate and distinct corporate entity by way of a duly enacted corporate resolution.

Id., at 14-15.

In addition to its documentary evidence, Constantine’s corporate veil

claims were corroborated by the testimony of the brothers, John W. Lang, Jr.

and William J. Lang. They testified in their depositions, both taken on March

26, 2019, that their father had served as the “general manager” of Lenox until

his death in 1974, at which point they, along with a third brother, Paul Lang,

began running the company “within limits” imposed by Esterline. See id., at

Exhibit A (Deposition of William J. Lang, 3/26/2019, at 25-27). 4

The Lang brothers were supervised by the Esterline executive, John

Kane, the president of “Federal Products,” which was a division of Esterline.

Id., at 26. Esterline “controlled the finances,” and Kane would visit the Lang

brothers regularly to oversee all aspects of Lenox’s business operations. Id.,

at 27-28. Lenox “didn’t have the ability to do any financing at any time,” but

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Miles, J. & D. v. Shady Maple
Superior Court of Pennsylvania, 2025
Emory, W. v. University Family Practice
Superior Court of Pennsylvania, 2025
Jones, N. v. Foods on First
Superior Court of Pennsylvania, 2025

Cite This Page — Counsel Stack

Bluebook (online)
2024 Pa. Super. 213, 323 A.3d 1281, Counsel Stack Legal Research, https://law.counselstack.com/opinion/constantine-k-v-lenox-instr-co-pasuperct-2024.