D. Klein & Son, Inc. v. Good Decision, Inc.

147 F. App'x 195
CourtCourt of Appeals for the Second Circuit
DecidedFebruary 15, 2005
DocketNo. 04-1994
StatusPublished
Cited by10 cases

This text of 147 F. App'x 195 (D. Klein & Son, Inc. v. Good Decision, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
D. Klein & Son, Inc. v. Good Decision, Inc., 147 F. App'x 195 (2d Cir. 2005).

Opinion

SUMMARY ORDER

Defendants-appellants Good Decision, Inc., (“GDI”) and Good Decision, Ltd. (“GDL”) appeal a final judgment entered against them following a bench trial on, inter alia, plaintiff-appellee D. Klein & Son, Inc.’s, (“D.Klein”) breach of contract claims. Defendants do not here contest the district court’s conclusion that the contracts at issue were breached. Instead, they appeal only (1) the district court’s exercise of personal jurisdiction over GDL, (2) the sufficiency of the evidence to support liability by GDL as well as GDI, and (3) the sufficiency of the evidence to support the damages award. We assume the parties’ familiarity with the facts and the record of proceedings, which we reference only as necessary to explain our decision to affirm.

1. Personal Jurisdiction over GDL

GDL submits that the district court erred in exercising personal jurisdiction over it pursuant to N.Y. C.P.L.R. §§ 301 and 302 because the evidence was insufficient to support a finding, based on the four-factor test set forth in Volkswagenwerk AG v. Beech Aircraft Corp., 751 F.2d 117, 120-22 (2d Cir.1984), that GDI and GDL are “mere departments” of one another, such that the court’s undisputed personal jurisdiction over the former extended to the latter. We disagree.

In reviewing a district court’s decision regarding personal jurisdiction, we examine findings of fact for clear error and legal conclusions de novo. See Sunward Elecs., Inc. v. McDonald, 362 F.3d 17, 22 (2d Cir.2004). Because the exercise of personal jurisdiction over an alleged alter ego, see Volkwagenwerk AG v. Beech Aircraft Corp., 751 F.2d at 120-22, requires application of a “less onerous standard” than that necessary for equity to pierce the corporate veil for liability purposes under New York law, see Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 904 (2d Cir.1981) (noting that for jurisdictional purposes, unlike for liability purposes, use of control to commit a fraud or wrong is not required), we conclude, for reasons stated infra in rejecting defendants’ challenge to the district court’s veil-piercing analysis, that sufficient evidence was adduced of GDI’s and GDL’s common ownership, financial dependency, and common control of their marketing and operational [197]*197policies to support the district court’s exercise of personal jurisdiction over GDL. See Volkswagenwerk AG v. Beech Aircraft Corp., 751 F.2d at 120-22.

2. Contract Liability

To pierce a veil to impose common liability on GDI and GDL for the charged breaches of contract, D. Klein was obliged to prove (1) that “the owner exercised complete domination over the corporation with respect to the transaction at issue” and (2) that “such domination was used to commit a fraud or wrong that injured” D. Klein, “the party seeking to pierce the veil.” Mag Portfolio Consult, Gmbh v. Merlin Biomed Group LLC, 268 F.3d 58, 63 (2d Cir.2001) (quoting American Fuel Corp. v. Utah Energy Dev. Co., 122 F.3d 130, 134 (2d Cir.1997)). Defendants challenge each part of this test, arguing both that the district court’s decision to pierce the corporate veil was not supported by sufficient evidence of control and that, in any event, the district court improperly concluded that control was used to commit a wrong that injured D. Klein. We find neither argument convincing.

Preliminarily, we note that equity usually pierces a corporate veil to allow liability to be imposed on the actual or equitable owner of a dominated corporation. See Wm. Passalacqua Builders, Inc. v. Resnick Developers S., Inc., 933 F.2d 131, 138 (2d Cir.1991) (discussing piercing to reach individual or corporate owners); Morris v. N.Y. State Dep’t of Taxation & Fin., 82 N.Y.2d 135, 142, 603 N.Y.S.2d 807, 810, 623 N.E.2d 1157 (1988) (noting veil piercing “is an assertion of facts and circumstances which will persuade the court to impose the corporate obligation on its owners”); Freeman v. Complex Computing Co., Inc., 119 F.3d 1044, 1051-52 (2d Cir.1997) (citing Guilder v. Corinth Constr. Corp, 235 A.D.2d 619, 620, 651 N.Y.S.2d 706, 707 (3d Dep’t 1997), and Lally v. Catskill Airways, Inc., 198 A.D.2d 643, 645, 603 N.Y.S.2d 619, 621 (3d Dep’t 1993), in recognizing permissibility of veil piercing where a non-shareholder exercises sufficient control over a corporation as to be deemed its “equitable owner”). In this case, however, veil piercing has not resulted in the imposition of owner liability but in a liability judgment against corporations, GDI and GDL, which common owners have so dominated that the entities have operated, at least with respect to D. Klein, as a single enterprise. New York law has long recognized that it is possible for “two corporations [to] have become so inextricably confused that it is impossible or impracticable to identify the corporation that participated in the transaction attacked.” Lowendahl v. Baltimore & Ohio R. Co., 247 A.D. 144, 156-57, 287 N.Y.S. 62, 74-76 (1st Dep’t 1936) (noting principle in parent-subsidiary context), aff'd 272 N.Y. 360, 6 N.E.2d 56 (1936). As this court ruled in William Passalacqua Builders, Inc. v. Resnick Developers South, Inc., veil piercing may be used “to reach the assets of either the individual [owners] or the other [owner]-eontrolled corporate entities.” 933 F.2d at 139-40 (holding showing of control by owners of eight separate corporations operated as single entity by common owners sufficient to justify piercing corporate veil of one corporation to reach assets of either owners or other corporate entities) (emphasis added); see also Gartner v. Snyder, 607 F.2d 582, 588 (2d Cir.1979) (noting that while evidence did not support veil piercing to reach defendant individual owner himself, veil piercing may be appropriate to hold liable two separate businesses not party to action but operated by individual-owner defendant as single “larger corporate combine”).

Applying these principles to this case, we review de novo the district court’s decision to pierce the corporate veils of GDI [198]*198and GDL to expose these entities as alter egos of one another; nevertheless, we defer to the court’s fact finding unless clearly erroneous. See Rose v. AmSouth Bank of Fla., 391 F.3d 63, 65 (2d Cir.2004). The district court found that the common owners of GDI and GDL, Dominic Chu and his wife, exercised complete domination over these businesses and, more to the point, used these entities interchangeably with no regard for their separate corporate identifies. The record evidence amply supports this finding.

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Bluebook (online)
147 F. App'x 195, Counsel Stack Legal Research, https://law.counselstack.com/opinion/d-klein-son-inc-v-good-decision-inc-ca2-2005.