In Re: Dravo LLC, Appeal of: Carmeuse Lime

• Court: Supreme Court of Pennsylvania
• Decided: May 22, 2026
• Docket: 33 WAP 2024
• Status: Published
• Author: Brobson, P. Kevin

Opinion

[J-79A-2025 and J-79B-2025] IN THE SUPREME COURT OF PENNSYLVANIA WESTERN DISTRICT

TODD, C.J., DONOHUE, DOUGHERTY, WECHT, MUNDY, BROBSON, McCAFFERY, JJ.

IN RE: DRAVO LLC-DERIVATIVE CLAIMS : No. 33 WAP 2024 AGAINST CARMEUSE LIME, INC., AND : CERTAIN AFFILIATED ENTITIES : Appeal from the Order of the : Superior Court entered December : 19, 2023, at No. 1210 WDA 2022, APPEAL OF: CARMEUSE LIME, INC., AND : Reversing the Order of the Court of CERTAIN AFFILIATED ENTITIES : Common Pleas of Allegheny County : entered October 5, 2022, at : No. GD-20-010198, and remanding. : : ARGUED: October 7, 2025

IN RE: DRAVO LLC-DERIVATIVE CLAIMS : No. 34 WAP 2024 AGAINST CARMEUSE LIME, INC., AND : CERTAIN AFFILIATED ENTITIES : Appeal from the Order of the : Superior Court entered December : 19, 2023, at No. 1284 WDA 2022, APPEAL OF: CARMEUSE LIME, INC., AND : Reversing the Order of the Court of CERTAIN AFFILIATED ENTITIES : Common Pleas of Allegheny County : entered October 5, 2022, at : No. GD-20-010198, and remanding. : : ARGUED: October 7, 2025

OPINION

JUSTICE BROBSON DECIDED: MAY 22, 2026 The Pennsylvania Uniform Limited Liability Company Act of 2016 (LLC Act or Act)1

provides a mechanism for Pennsylvania limited liability companies to dissolve and wind

up their activities and affairs.2 This statutory process allows a dissolved limited liability

1 15 Pa. C.S. §§ 8811-8898.

2 The dissolution and winding up provisions of the LLC Act are set forth in Subchapter G

of the Act, 15 Pa. C.S. §§ 8871-8878. company (LLC) to “publish notice of its dissolution and request persons having claims

against the company to present them in accordance with the notice.” 15 Pa. C.S.

§ 8875(a). Generally, claims that are not presented to the LLC within two years of this

notice are barred by statute. Id. § 8875(c).

Here, we are asked to determine whether plaintiffs who filed tort claims against a

dissolved LLC that are otherwise time barred pursuant to the LLC Act may nevertheless

pursue those claims under the theory that the plaintiffs can pierce the protective veil of

the LLC to recover against the LLC’s surviving parent company. After careful review, we

hold that the equitable remedy of veil piercing is not available to the plaintiffs under these

circumstances. Because the Superior Court reached the opposite result, we reverse that

court’s judgment.

I. FACTUAL BACKGROUND3

Prior to October 19, 1998, Dravo Corporation (Dravo) was a publicly owned

corporation organized pursuant to the laws of the Commonwealth of Pennsylvania with

its principal place of business in Pittsburgh. Dravo had existed since the late 1880s, and,

over the decades prior to 1998, Dravo engaged in a number of businesses involved in

heavy industry. Beginning in at least the early 1990s, a number of plaintiffs sued Dravo,

alleging asbestos-related injuries (Asbestos Claims). These Asbestos Claims typically

were based on allegations of exposure to asbestos during Dravo’s operations from the

1940s through the 1980s.

“Between 1971 and 1986, Dravo purchased a number of primary liability insurance

policies from Liberty Mutual Insurance Company that provided coverage for, among other

things, the defense and resolution of Asbestos Claims . . . .” (Stipulation of Undisputed

Facts, 12/3/2021, ¶ 8.) “Dravo also purchased excess liability insurance from certain

3 The parties stipulated to the facts underlying this matter. A full summary of those facts is unnecessary to the disposition of this appeal.

[J-79A-2025 and J-79B-2025] - 2 London Market insurers [(Excess Policies)] during that period, which Dravo contended

also provide coverage for, among other things, the costs of defending and resolving

Asbestos Claims . . . .” (Id.)

In 1998, Carmeuse Lime, Inc. (CLI), was part of a privately owned family of

companies based in Belgium. “CLI specialized in the mining and sale of lime and other

minerals and natural resources in the United States.” (Id. ¶ 9.) In 1998, CLI wished to

acquire Dravo in an effort to gain control of Dravo’s lime operation, Dravo Lime Company

(DLC). To accomplish this objective, CLI formed a wholly owned subsidiary, which it

named DLC Acquisition Corporation (DLCAC). DLCAC ultimately acquired at least 80%

of Dravo’s outstanding shares of common stock. “On October 26, 1998, articles of merger

were filed with the Pennsylvania Department of State’s Corporation Bureau [(Corporation

Bureau)] whereby DLCAC was merged with and into Dravo, with Dravo being the

surviving corporation.”4 (Id. ¶ 18.)

Following CLI’s acquisition of Dravo, suits against Dravo continued for Asbestos

Claims and Dravo had access to its insurance coverage for resolving those claims,

including the Excess Policies. Dravo, however, ceased having employees and, instead,

had only corporate officers. “[T]he people within CLI’s corporate family who did

Dravo-related work were employees of CLI or an affiliate of CLI other than Dravo.”

(Supplemental Stipulation of Undisputed Facts, 1/12/2022, ¶ 1.) The same remained true

after Dravo converted from a corporation to an LLC in 2018—i.e., Dravo continued to

have no employees, just a sole member and managers.

From 1998 to August 31, 2007, DLC, which changed its name to Carmeuse Lime

& Stone, Inc. (CLS), in 2002, remained a wholly owned subsidiary of Dravo. Thereafter,

4 This process is referred to as a “reverse-triangular merger.” A “reverse-triangular merger” is defined as a “merger in which the acquiring corporation’s subsidiary is absorbed into the target corporation, which becomes a new subsidiary of the acquiring corporation.” Merger, Black’s Law Dictionary 1182 (12th ed. 2024).

[J-79A-2025 and J-79B-2025] - 3 “[i]n 2007, Dravo obtained an appraisal of the value of CLS from . . . an independent

accounting and consulting firm. The appraisal report indicated that CLS had a fair market

value of $249,300,000.” (Stipulation of Undisputed Facts, 12/3/2021, ¶ 25.) Dravo and

CLI subsequently agreed that CLI would acquire all of Dravo’s issued and outstanding

shares of CLS common stock, as well as another of Dravo’s wholly owned subsidiaries,

Carmeuse Lime Sales Corporation. Dravo and CLI further agreed that CLI would pay

Dravo $249,300,000 in connection with such acquisition by delivery of a demand note.

Eventually, in 2018, CLI approved plans for Dravo’s termination and formed a new

subsidiary, Dravo 2018, Inc. (Dravo 2018), to act as a holding company for Dravo. Dravo

and Dravo 2018 subsequently reorganized, and CLI transferred Dravo’s stock to

Dravo 2018, making Dravo 2018 the direct parent of Dravo and leaving CLI as the direct

parent of Dravo 2018. Dravo then converted from a corporation to an LLC.

II. PROCEDURAL HISTORY

A. LLC Dissolution Proceedings5

On July 5, 2018, Dravo filed for dissolution pursuant to Subchapter G of the LLC

Act by filing a certificate of dissolution with the Corporation Bureau. Dravo provided notice

of the dissolution to all known claimants. See 15 Pa. C.S. § 8874. Regarding potential

unknown claimants and consistent with Section 8875(a) of the Act, Dravo published

notice of its dissolution on July 13, 2018. See id. § 8875(a). In that dissolution notice,

Dravo advised persons having any claims against it to present such claims in the manner

outlined in the notice. See id. Dravo further advised that a claim would be forever barred

5 The majority of the facts set forth in this Section II.A are gleaned from the documents of

record filed with the Allegheny County Court of Common Pleas (trial court) in Dravo’s dissolution proceedings, docketed at GD No. 18-010151. This Court may take judicial notice of these facts pursuant to Pennsylvania Rule of Evidence 201(b)(2). Pa.R.E. 201(b)(2) (“The court may judicially notice a fact that is not subject to reasonable dispute because it . . . can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned.”).

[J-79A-2025 and J-79B-2025] - 4 unless an action to enforce the claim was commenced within two years of the date of

publication of the dissolution notice. See id. § 8875(c). There is no allegation that this

dissolution notice was defective. Indeed, the trial court concluded that the dissolution

notice met the requirements of Section 8875 of the Act and that Dravo’s publication of

such notice established a claim bar date of July 13, 2020. See Order ¶ 19, In re Dravo

LLC Subchapter G Dissolution (Allegheny Cnty. Ct. of Common Pleas,

GD No. 18-010151, filed August 31, 2023).

Consequently, Dravo remained subject to only those third-party claims that were

filed by the July 13, 2020 claim bar date. See 15 Pa. C.S. § 8875(c). Pursuant to

Section 8876(a) of the LLC Act, Dravo filed an application with the trial court to commence

proceedings “for a determination of the amount and form security to be provided for

payment of claims that [were] reasonably expected to arise after the date of dissolution.”

15 Pa. C.S. § 8876(a). Notably, the LLC Act did not require Dravo to provide security “for

any claim that [was] or [was] reasonably anticipated to be barred under [S]ection 8875(c)”

of the Act. Id. § 8876(b).

Hundreds of asbestos claimants, not including the claimants at issue in this appeal,

asserted Asbestos Claims against Dravo by the July 13, 2020 claim bar date. In an effort

to satisfy those Asbestos Claims, as well as any unknown Asbestos Claims that would be

filed before the July 13, 2020 claim bar date, Dravo negotiated a settlement with the

providers of its Excess Policies, pursuant to which the insurance providers agreed to pay

Dravo $7 million in exchange for full and final settlement of their obligations to provide

coverage under the Excess Policies. As part of the settlement, Dravo also agreed that it

would republish notice of the July 13, 2020 claim bar date and publish notice of the

settlement by providing: (1) actual notice to all known claimants; and (2) publication

notice to all unknown claimants. On July 17, 2020, after conducting multiple evidentiary

[J-79A-2025 and J-79B-2025] - 5 hearings and considering the evidence and the parties’ arguments relative to the

adequacy of the settlement,6 the trial court approved the settlement. In so doing, the trial

court concluded that Dravo satisfied the publication and re-publication requirements of

the settlement agreement.7

On July 17, 2020, the same date that it approved the settlement, the trial court also

entered a case management order, which set forth the procedure that the court and

parties would follow to establish the amount and form of security that Dravo was required

to provide in accordance with Section 8876 of the LLC Act. See id. § 8876. Although not

explicitly stated, it appears that the trial court treated the $7 million settlement as the

security. See Order ¶ 15 (Allegheny Cnty. Ct. of Common Pleas, GD No. 18-010151,

filed July 17, 2020) (“For the orderly and efficient administration of justice, and in light of

the provisions of Subchapter G [of the Act], which require this [c]ourt to determine the

amount and form of security for the payment of claims that are reasonably expected to

arise after the date of dissolution based on facts known to Dravo and to ensure the

necessary assets of Dravo are available to provide such security, this [c]ourt assumes

exclusive in rem jurisdiction over the [settlement proceeds].”). Throughout the ensuing

years and with oversight by the trial court, Dravo resolved all timely filed Asbestos Claims,

except those where the asbestos claimants had not returned the required releases.

6 The asbestos claimants asserted that Dravo had more than $100 million in coverage

under the Excess Policies and requested time to perform discovery to determine whether Dravo had received the best settlement possible from its insurance providers. 7 Several asbestos claimants appealed the trial court’s order approving the settlement to

the Superior Court. In response, the Superior Court, inter alia, remanded the matter to the trial court with instructions to provide a supplemental opinion explaining its reasons for approving the settlement. In re Dravo LLC Subchapter G Dissolution (Pa. Super., No. 893 WDA 2020, filed November 8, 2021). It appears, however, that the parties resolved their disagreement over the settlement agreement after the remand, and the asbestos claimants discontinued their appeal. In re Dravo LLC, 307 A.3d 146, 152 n.3 (Pa. Super. 2023).

[J-79A-2025 and J-79B-2025] - 6 Indeed, on August 31, 2023, the trial court entered a final order in the dissolution

proceedings, wherein it stated, inter alia, that Dravo “ha[d] paid and discharged or made

adequate provision for all debts, obligations and other liabilities . . . such that any

remaining property [could] be distributed to its member and [that] Dravo [was] permitted

to file its certificate of termination [with the Corporation Bureau] in accordance with

Section 8872(f) of the [LLC] Act,” 15 Pa. C.S. § 8872(f). Order ¶ 34, In re Dravo LLC

Subchapter G Dissolution (Allegheny Cnty. Ct. of Common Pleas, GD No. 18-010151,

filed August 31, 2023). The trial court further highlighted that no claimant “described in

Section 8875(c) [of the Act] commenced an action against Dravo before the July 13, 2020

[claim] bar date.” Id. ¶ 31. In addition, the trial court reported that it “entered orders

enforcing the July 13, 2020 [claim] bar date and barring untimely claims.” Id. ¶ 32. As

such, the trial court “relinquishe[d] jurisdiction over Dravo and any of its remaining assets.”

Id. ¶ 38. Importantly, there was no evidence or allegation presented to the trial court in

the dissolution proceedings that Dravo failed to pay any valid Asbestos Claims that were

filed before the July 13, 2020 claim bar date.

B. Subsequent Lawsuits

More than two years after the July 13, 2020 claim bar date, multiple plaintiffs

(Plaintiffs) initiated separate, asbestos-related actions against numerous defendants,

including CLI and Dravo (Subject Actions). The Subject Actions included claims that were

based upon the proposition that CLI should be responsible for Dravo’s asbestos liabilities

under a veil-piercing theory. Upon CLI’s motion, the trial court severed Plaintiffs’ claims

implicating veil-piercing theories from the Subject Actions and consolidated those

veil-piercing claims into one docket. Based upon stipulated facts, the trial court ultimately

granted summary judgment in favor of CLI, reasoning that Plaintiffs failed to present

[J-79A-2025 and J-79B-2025] - 7 sufficient evidence to pierce Dravo’s protective veil. Plaintiffs appealed to the Superior

Court, which reversed and remanded in a two-to-one published opinion.

The Superior Court began its analysis by considering CLI’s position that veil

piercing is a remedy, not an independent cause of action. Relying on Commonwealth v.

Golden Gate National Senior Care LLC, 194 A.3d 1010 (Pa. 2018) (Golden Gate), CLI

argued that veil piercing is available only to impose liability already established by

judgment against the entity whose veil is sought to be pierced. “CLI maintain[ed] that[,]

because Dravo dissolved, . . . Plaintiffs do not and can never have viable causes of action

against Dravo, and their bid to pierce the veil and hold CLI liable necessarily fails.” In re

Dravo LLC, 307 A.3d at 153 (citation and internal quotation marks omitted). The Superior

Court, however, found Golden Gate to be inapposite, as “[i]t did not address a situation

such as this case presents, where the parent corporation allegedly dissolved the entity

against which ‘an underlying cause of action’ would be asserted.” Id. at 154.

Next, the Superior Court addressed Plaintiffs’ claim that the trial court erred by

granting summary judgment in favor of CLI. Plaintiffs’ argument was two-fold. “First, they

claim[ed] that[,] since 1998, CLI and Dravo have not operated as separate companies[]

but, rather, that CLI and Dravo have been acting as one entity such that the corporate

veil should be pierced. Second, they claim[ed] that CLI controlled DLCAC such that CLI,

not DLCAC, merged with Dravo in 1998.” Id. After explaining the appellate court standard

for reviewing an order granting summary judgment, which we discuss below, the Superior

Court summarized the law that governs the concept of piercing the corporate veil.

In so doing, the Superior Court stated that, in Mortimer v. McCool, 255 A.3d 261

(Pa. 2021), this Court announced a two-part inquiry for courts to utilize when called upon

to determine whether a corporation’s veil can be pierced: “First, there must be such unity

of interest and ownership that the separate personalities of the corporation and the

[J-79A-2025 and J-79B-2025] - 8 individual no longer exist, and[,] second, adherence to the corporate fiction under the

circumstances would sanction fraud or promote injustice[.]” Id. at 155 (second alteration

in original) (quoting Mortimer, 255 A.3d at 286-87). According to the Superior Court, the

parties disagreed as to whether Mortimer replaced a previous test that was outlined by

this Court in Lumax Industries, Inc. v. Aultman, 669 A.2d 893 (Pa. 1995) (Lumax). The

Superior Court expressed that, in Lumax, this Court “cited favorably the Commonwealth

Court’s enumeration of factors relevant to the piercing inquiry: undercapitalization, failure

to adhere to corporate formalities, substantial intermingling of corporate and personal

affairs[,] and use of the corporate form to perpetrate a fraud.” Id. (alteration in original)

(citation and internal quotation marks omitted).

The Superior Court resolved the parties’ disagreement, reasoning that, “although

the [Mortimer] Court distilled the corporate veil piercing law into a two-prong inquiry,

Pennsylvania’s prior case law regarding the doctrine, including cases applying the Lumax

factors, remain good law and can be used to determine whether the veil should be pierced

in a particular case.” Id. at 156. The Superior Court further noted that, “although the

Lumax factors and prior case law continue to be relevant following Mortimer to determine

whether a court should pierce the corporate veil, a plaintiff need not prove fraud to

establish piercing is appropriate, even though fraud is listed as a Lumax factor.” Id.

According to the Superior Court, this Court has stated that “[f]raud in its narrow sense

need not be shown.” Id. (alteration in original) (quoting Mortimer, 255 A.3d at 278).

“Rather,” the Superior Court explained, “Pennsylvania courts will disregard the corporate

form whenever it is necessary to avoid injustice, and so long as the rights of innocent

parties are not prejudiced nor the theory of corporate entity rendered useless.” Id.

(internal quotation marks omitted) (quoting Mortimer, 255 A.3d at 278).

[J-79A-2025 and J-79B-2025] - 9 The Superior Court then applied the Mortimer test and concluded that the trial court

erred by entering summary judgment in favor of CLI. In this regard, the Superior Court

initially determined that a genuine issue of material fact exists as to whether CLI and

Dravo had such unity of interest and ownership that the separate personalities of the

companies no longer existed. In support, the Superior Court highlighted various aspects

of the business relationship between Dravo and CLI. Specifically, the court noted: Dravo had no employees and no place of business. When conducting business on Dravo’s behalf, individuals often used CLI email addresses and letterhead. Further, emails suggest that Dravo’s insurance carrier believed CLI had to approve any settlement it reached with Dravo. Moreover, there is evidence that CLI received financial benefit from Dravo, purchasing Dravo’s subsidiary and then immediately receiving a large shareholder dividend from Dravo and receiving a large payment to release it of a debt owed to Dravo. This evidence, among other things, could lead a fact finder to conclude that CLI and Dravo had such a unity of interest that separate personalities no longer existed. Although under the paperwork, the companies may have adhered to corporate formalities, the evidence above raises a genuine issue as to whether those formalities continued in practice. Further, the money transfers and the communications from CLI on behalf of Dravo and the suggestion that Dravo required CLI’s approval for settlement raise a question as to whether the companies intermingled their affairs. In addition, [the fact] that Plaintiffs did not establish that Dravo was undercapitalized or that a fraud had been committed would not preclude piercing the corporate veil. Rather, they are only two factors that a court may consider. Further, although Dravo allegedly had sufficient funds to pay claims raised in the two-year period following dissolution, the money transfers and settlement with the insurance carriers raise questions about its capitalization and about whether a fraud occurred. Id. at 159 (citations omitted).

Next, the Superior Court held that a genuine issue of material fact exists as to

whether adherence to the corporate fiction under the circumstances would sanction fraud

or promote injustice. In this regard, the Superior Court opined: Here, the large money transfers and the settlement with insurance carriers for potentially significantly less than the insurance value, leaving

[J-79A-2025 and J-79B-2025] - 10 Dravo with only limited insurance proceeds to address the asbestos claims, raises a genuine issue of material fact as to whether CLI and Dravo were promoting an injustice. Although a reverse-triangular merger can be proper, where the parent and the subsidiary in practice function as a single entity, and the parent uses its control of the subsidiary to take the subsidiary’s assets and leave the subsidiary without sufficient assets to satisfy foreseeable liabilities, the corporate veil can be pierced. Id. at 160. For these reasons, the Superior Court reversed the trial court’s order granting

summary judgment in favor of CLI and remanded the matter to the trial court for further

proceedings.

Judge Murray authored a dissenting opinion. Judge Murray expressed that “[t]he

Legislature has created a process whereby a dissolved [LLC] can bar future claims, thus

cutting off the possibility that the [LLC’s] potential liability could never be completely

resolved.” Id. at 161 (Murray, J., dissenting). Judge Murray continued that “the

Legislature expressly, plainly, and repeatedly set a two-year limitation for actions brought

against dissolved [LLCs].” Id. at 162. Because Plaintiffs filed the Subject Actions after

that two-year period expired, Judge Murray would have concluded that Plaintiffs’ claims

are time barred. Id. (emphasis omitted). For this reason, Judge Murray would have

affirmed the trial court’s order granting summary judgment in favor of CLI.

III. ISSUES

This Court granted allowance of appeal to consider the following issues, as

phrased by CLI: a. Was it an error of law to find that tort claims based on the alleged conduct of a lawfully dissolved LLC, which are expressly barred by Pennsylvania’s LLC dissolution statute, can be revived and asserted against the LLC’s parent through piercing the LLC’s corporate veil? b. Was it an error of law to find that the “promote injustice” element of Pennsylvania’s veil-piercing standard can be met when a lawfully dissolved subsidiary is left without sufficient assets to address its purported “foreseeable asbestos liabilities,” which are barred as a result of subsidiary’s lawful dissolution? In re Dravo LLC, 330 A.3d 391 (Pa. 2024) (per curiam).

[J-79A-2025 and J-79B-2025] - 11 IV. PARTIES’ ARGUMENTS8

A. CLI’s Arguments9

CLI begins its argument by reminding the Court of the “general rule . . . that a

corporation shall be regarded as an independent entity even if its stock is owned entirely

by one person.” (CLI’s Brief at 23 (quoting Lumax, 669 A.2d at 895).) CLI adds that “the

law recognizes a narrow exception to the principles of corporate separateness and limited

liability where an entity’s ‘corporate veil’ can be pierced and its liabilities imposed on its

parent company or shareholder.” (Id. at 24.) Relying on this Court’s decision in Mortimer,

CLI reports that “veil piercing is a ‘restrained’ equitable remedy, not an ‘independent

cause of action.’” (Id. (citations omitted).)

According to CLI, “[a] veil-piercing analysis . . . starts with whether there is a legally

viable cause of action or legally enforceable judgment against a subsidiary.” (Id.) CLI

then summarizes several decisions from our sister states and contends that these

opinions reveal that other states recognize that veil piercing is not a cause of action;

rather, it is a method of recovering damages caused by the corporation at issue. CLI

takes the position that the Superior Court ignored this fundamental principle, given the

absence of underlying liability on Dravo’s part.

In support, CLI emphasizes that Plaintiffs are attempting to utilize veil piercing to

recover damages from CLI for the alleged tortious acts of its former subsidiary, Dravo.

CLI submits, however, that Dravo had lawfully dissolved and the two-year claim bar had

expired before Plaintiffs filed their claims. Consequently, CLI argues, those claims are

barred by the LLC Act. In this regard, CLI insists that the LLC Act clearly and

8 The issues presented in this case are interrelated. We, therefore, summarize and address them together. 9 The Chamber of Commerce of the United States of America, the Pennsylvania Chamber

of Business and Industry, and the Pennsylvania Coalition for Civil Justice jointly filed an amicus brief in support of CLI.

[J-79A-2025 and J-79B-2025] - 12 unambiguously provides that, “[w]hen an LLC dissolves and publishes a notice of its

dissolution alerting potential claimants that they must assert a claim against the LLC

within two years, the [s]tatute explicitly directs that claims filed more than two years after

the notice’s publication are ‘barred.’” (Id. at 28-29 (citing 15 Pa. C.S. § 8875(c)).)

In CLI’s view, veil piercing cannot be utilized to circumvent the LLC Act. Indeed,

CLI highlights that, when “Plaintiffs filed their lawsuits, the entity whose veil they [sought]

to pierce—Dravo—no longer existed because of its dissolution, and there were no legally

viable claims to be asserted against it because the two-year window within which to bring

them had closed.” (Id. at 31.) CLI further suggests that veil piercing is inappropriate in

this case because Plaintiffs do not have a judgment against Dravo and, therefore, cannot

demonstrate any liability against Dravo.

CLI submits that the LLC Act’s “two-year period for asserting claims against a

dissolved entity reflects the Legislature’s judgment that the dissolved entity—and its

members and corporate relatives—should be free from liability after the legislatively

determined period of time.” (Id. at 34 (internal quotation marks omitted) (quoting Dubose

v. Quinlan, 173 A.3d 634, 644 (Pa. 2017)).) CLI argues that this clear legislative goal

should not be ignored in the pursuit of some sort of equity. In other words, according to

CLI, equity cannot circumvent the LLC Act’s two-year claim bar. CLI then summarizes

various decisions from other jurisdictions that, in CLI’s view, refused to pierce the

corporate veils of dissolved corporations after the pertinent claim bar dates.

Next, CLI suggests that “the Superior Court found that veil piercing could be used

to impose Dravo’s extinguished liabilities on CLI merely because CLI allegedly had

dissolved Dravo and Plaintiffs had named CLI as a defendant.” (Id. at 38-39.) According

to CLI, this principle is not recognized by law. In support, CLI shares, inter alia, that:

(1) Section 8871(a)(2) of the LLC Act allows the member of a single-member LLC to

[J-79A-2025 and J-79B-2025] - 13 dissolve the LLC; (2) “there is no concept of a ‘wrongful dissolution’ under the [LLC Act]

or the case law;” (3) “the record . . . refutes any characterization of Dravo’s dissolution,

CLI’s purported involvement in the decision to effectuate it, or the trial court’s approval of

it, as improper;” and (4) “the Superior Court’s conclusion that a parent’s mere involvement

in its subsidiary’s dissolution is enough to justify veil piercing would subject a parent,

shareholder, or LLC member . . . to ‘indefinite[] liab[ility] for its former subsidiary’s’

liabilities ‘virtually whenever a parent corporation chose to dissolve its subsidiary[.]’”

(Id. at 39, 40, 41 (some alterations in original) (quoting BLH, Inc. v. United States, 13 Cl.

Ct. 265, 274 (1987)).)

CLI then takes aim at the Superior Court’s conclusion “that veil piercing’s ‘injustice’

requirement could be met where a parent company’s ‘tak[ing]’ of its subsidiary’s assets

leaves the subsidiary unable to ‘satisfy foreseeable liabilities.’” (Id. at 44 (alteration in

original).) CLI argues that this standard runs contrary to the LLC Act and “should not be

adopted because, in practice, it is unworkable, [is] unfair, and creates unpredictable

liability exposure.” (Id.) In this regard, CLI submits that the Superior Court failed to define

what constitutes the “‘taking’ of assets by a parent company” and a “foreseeable liability.”

(Id.) CLI further asserts that “no Pennsylvania court has ever held that an entity’s inability

to satisfy liabilities alone constitutes an injustice” for purposes of a veil-piercing analysis.

(Id. at 45.) “Indeed,” CLI opines, “equating the mere inability to pay with an ‘injustice’ that

can support veil piercing leaves the ‘injustice’ requirement without boundaries.”

(Id. at 46.) For these reasons, CLI asks this Court to reverse the Superior Court’s

judgment.

[J-79A-2025 and J-79B-2025] - 14 B. Plaintiffs’ Arguments10

Plaintiffs emphasize that the veil-piercing doctrine is firmly grounded in equity and

that the test announced in Mortimer applies to all varieties of abuses of the corporate

structure, including the abuse that CLI perpetrated in utilizing Dravo to insulate CLI from

liability. According to Plaintiffs, “the evidence that [CLI] ignored any distinction between

it and Dravo is overwhelming.” (Plaintiffs’ Brief at 39.) Plaintiffs, therefore, submit that

they “met the first prong of Mortimer by establishing that Dravo did not exist separate and

apart from [CLI].” (Id.)

Turning to Mortimer’s second prong, Plaintiffs offer three examples of injustice

present in this case. First, Plaintiffs argue that, in Mortimer, this Court “held that[,] when

two companies blur the lines between themselves, they are mixing personal and

corporate interests, and they are piercing their own corporate veil.” (Id. at 40 (emphasis

omitted).) Plaintiffs maintain that “the intermingling of corporate and personal interests

was unbelievably egregious with [CLI] reaching into Dravo’s coffers repeatedly, removing

hundreds of millions of dollars for [CLI’s] benefit—and to Dravo’s detriment.”

(Id. (emphasis omitted).) Plaintiffs then provide factual support for this claim.

For example, Plaintiffs point out that, in 1998, Dravo owned DLC, which was later

renamed CLS in 2002. Plaintiffs continue that, in 2007, CLS was valued at $249,500,000;

yet, that same year, Dravo sold CLS to CLI for $14 million. Plaintiffs suggest that, “[t]o

create a paper trail, the two ‘companies’ alleged that the sale was for $249 million, and

then Dravo simply issued a dividend to [CLI] for $235 million within five days of the sale,

effectively making the purchase of a $249 million . . . asset for a little more than

$14 million.” (Id. at 42-43.) According to Plaintiffs, not only is this transfer a sufficient

injustice to pierce Dravo’s protective veil, but it also violates Section 5104 of the

10 The Pennsylvania Association for Justice and the American Association for Justice

jointly submitted an amicus brief in support of Plaintiffs.

[J-79A-2025 and J-79B-2025] - 15 Pennsylvania Uniform Fraudulent Transfer Act (PUFTA), 12 Pa. C.S. § 5104, and proves

fraud. (Id. at 43.) Plaintiffs then discuss how they believe PUFTA was violated in this

case.

Regarding their second injustice, Plaintiffs explain that, in 2009, CLI and Dravo’s

new chief financial officer discovered that CLI owed Dravo $144 million, dating back to

the 1998 merger. Plaintiffs maintain that, “[d]espite the fact that this $144 million debt

had been owed to Dravo since the 1998 merger, [CLI]/Dravo decided in 2009 to remove

the debt . . . [by issuing] a dividend to [CLI] for $126 million . . . , effectively reducing the

$144 million debt owed to Dravo by $126 million.” (Id. at 49.) Plaintiffs take the position

that this maneuver “was about removing another asset from which creditors could seek

payment from Dravo when its insurance ran out.” (Id.) According to Plaintiffs, “[a]bsent

unity of interest and ownership, no company would waive such an incredible debt for any

reason.” (Id.)

As to their third injustice, Plaintiffs express that Dravo had more than $100 million

in insurance from the Excess Policies. Plaintiffs state that, as part of Dravo’s dissolution

proceedings, “[CLI] settled with Dravo’s insurance companies, reducing more than

$100 million of coverage to just $7 million.” (Id. at 50.) Based upon these circumstances,

Plaintiffs argue that CLI “made every effort to prevent Dravo’s creditors, the asbestos

victims, from receiving just compensation not only by siphoning hundreds of millions of

dollars out of Dravo, but also by depleting the insurance assets.” (Id. at 50-51.)

Putting it all together, Plaintiffs suggest that “[t]he actions behind all three injustices

began with a 2005 letter by Dravo’s excess insurance carriers, disputing that they owed

coverage due to the settlements that Dravo had with its primary insurer regarding ‘an

occurrence.’” (Id. at 51.) “As of 2005,” Plaintiffs continue, “Dravo had millions of dollars’

worth of primary insurance coverage that would last several more years. However, as

[J-79A-2025 and J-79B-2025] - 16 of 2005, [CLI] was put on notice that the hundreds of millions of dollars of excess

coverage may disappear without litigation over the coverage.” (Id.) “Thus” in Plaintiffs’

view, “[CLI] engaged in a multi-year conspiracy to remove all assets from Dravo before

the primary insurance coverage was exhausted.” (Id. at 51.)

Plaintiffs also maintain that CLI offers a misinterpretation of this Court’s precedent

to support its position. In this regard, Plaintiffs contend that our case law does not require

them to have a judgment against Dravo to pierce its protective veil. Rather, Plaintiffs

submit that, “in Golden Gate[,] this Court held that veil piercing is unnecessary if recovery

may be had against a target defendant’s subsidiary.” (Id. at 53 (emphasis omitted).)

Plaintiffs insist that CLI’s contention “mutates this rule into a mandate that veil piercing is

available only where ‘there is a legally viable cause of action or legally enforceable

judgment against a subsidiary.’” (Id. (quoting CLI’s Brief at 24).) Plaintiffs then further

explain their position regarding CLI’s argument: What [CLI] wants this Court to conclude is that[,] because Dravo dissolved, its corporate veil cannot be pierced because Plaintiffs can no longer sue Dravo. To the contrary, it is because [CLI] engineered the asset looting and dissolution of Dravo that piercing of Dravo’s corporate veil is necessary to avoid injustice. To hold otherwise would be to encourage companies to mimic [CLI’s] behind-the-scenes corporate plundering. Indeed, had Plaintiffs not opposed Dravo’s dissolution, the hundreds of millions of dollars swindled from Dravo’s assets never would have come to light. [CLI] acts as though corporate machinations are unassailable as long as i’s are dotted and t’s are crossed. Equity demands otherwise. (Id. at 55-56 (emphasis omitted).)

In closing, Plaintiffs assert that, “[i]n requesting that this Court hold that the

dissolution of Dravo acts as a shield protecting [CLI], [CLI] ignores the entire first prong

of the Mortimer test.” (Id. at 56.) Plaintiffs posit that the “facts establish that [CLI] was

Dravo (and had been Dravo for many years) and that there was no actual Dravo to

dissolve. To suggest that the filing of dissolution papers is a moat across which equity

[J-79A-2025 and J-79B-2025] - 17 cannot traverse, ignores that there was no distinction between Dravo and [CLI] that needs

to be crossed.” (Id. at 57 (emphasis omitted).) Plaintiffs are of the view that they “have

presented sufficient facts from which a jury could easily determine that [CLI] either

(1) completely and utterly controlled Dravo, or (2) that Dravo never existed following the

1998 merger.” (Id.) “Accordingly,” Plaintiffs contend, “filing paperwork to dissolve an

entity that never existed, or one that never was not an independent corporate entity,

violates the tenets that afford corporate entities the protections that [CLI] now seeks.”

(Id.) For these reasons, Plaintiffs ask this Court to affirm the Superior Court’s judgment.

V. ANALYSIS

Ultimately, we are asked to determine whether the trial court properly granted

summary judgment in favor of CLI. Relevant to this matter, a trial court should enter an

order granting summary judgment when “there is no genuine issue of any material fact as

to a necessary element of the cause of action or defense which could be established by

additional discovery or expert report.” Pa.R.Civ.P. 1035.2(1). Our Rules of Civil

Procedure dictate that “a motion for summary judgment is based on an evidentiary record

that entitles the moving party to a judgment as a matter of law.” Fine v. Checcio, 870 A.2d

850, 857 (Pa. 2005) (citing Pa.R.Civ.P. 1035.2 note). “In considering the merits of a

motion for summary judgment, a court views the record in the light most favorable to the

non-moving party, and all doubts as to the existence of a genuine issue of material fact

must be resolved against the moving party.” Id. A trial court “may grant summary

judgment only where the right to such a judgment is clear and free from doubt.” Id. “An

appellate court may reverse the granting of a motion for summary judgment if there has

been an error of law or an abuse of discretion.” Id. at 857 n.3. Whether genuine issues

of material fact exist presents a question of law; our standard of review, therefore, is de

[J-79A-2025 and J-79B-2025] - 18 novo. Id. Consequently, “we need not defer to the determinations made by the lower

tribunals. Our scope of review . . . is plenary.” Id.

Additionally, to the extent that our disposition of this appeal requires us to interpret

the LLC Act, such a task is guided by the Statutory Construction Act of 1972, 1 Pa. C.S.

§§ 1501-1991 (Statutory Construction Act). Section 1921(a) of the Statutory Construction

Act provides that the “object of all interpretation and construction of statutes is to ascertain

and effectuate the intention of the General Assembly.” 1 Pa. C.S. § 1921(a). “When the

words of a statute are clear and free from all ambiguity, the letter of it is not to be

disregarded under the pretext of pursuing its spirit.” 1 Pa. C.S. § 1921(b). “As a general

rule, the best indication of legislative intent is the plain language of a statute.” Malt

Beverages Distribs. Ass’n v. Pa. Liquor Control Bd., 974 A.2d 1144, 1149 (Pa. 2009).

It is a time-honored jurisprudential maxim that equity follows the law. See

Rittenhouse v. Levering, 6 Watts & Serg. 190, 198 (Pa. 1843) (“It is a general principle

that equity follows the law, and where right does not exist at law, a Court of Chancery will

not afford the party equitable relief.”). Here, having failed to present their claims under

the LLC Act by filing an action to enforce such claims against Dravo by the July 13, 2020

claim bar date, Plaintiffs invoke the equitable doctrine of veil piercing as a means of

seeking compensation for the very same injuries. Regarding that doctrine, “[i]t is well

established that a corporation is a distinct and separate entity, irrespective of the persons

who own all its stock.”11 Barium Steel Corp. v. Wiley, 108 A.2d 336, 341 (Pa. 1954).

11 As noted above, when Dravo dissolved, it was an LLC, not a corporation. This Court has never explicitly held that an LLC can be subject to veil piercing. We, however, implicitly determined in Mortimer that veil piercing applies to LLCs, as the Mortimer Court adopted the enterprise theory of veil piercing in the context of a judgment creditor attempting to pierce the protective veil of an LLC. See, e.g., Mortimer, 255 A.3d at 268 (explaining that judgment creditor filed actions before Court seeking to pierce corporate veil of LLC). The Mortimer Court, nonetheless, utilized principles of corporation law to elucidate the concepts underlying the veil-piercing doctrine. The parties to this matter largely follow that lead, and we do the same.

[J-79A-2025 and J-79B-2025] - 19 “Incorporation . . . encourag[es] investment by enabling the risk averse to limit their risk

of loss to their investment in the corporate entity; limiting liability through incorporation is

not a bug of corporate law but its defining feature.” Mortimer, 255 A.3d at 277 (alterations

in original) (footnote, citation, and internal quotation marks omitted). “But limiting liability

necessarily distributes risk to others. It externalizes business costs by imposing them

upon creditors, for example.” Id.

Consequently, when persons and entities establish corporations or LLCs, they “are

not free to blur the lines of the capacity in which they act as it may suit them, and the

courts must take care to maintain the necessary distinctions.” Id. at 278 (citation omitted).

“When an owner does otherwise, he effectively pierces the corporate veil by intermingling

. . . personal interests with the corporation’s interests.” Id. (alteration in original) (citation

and internal quotation marks omitted). “Understood in this way, it is not the courts who

first decline to recognize the corporate form. Rather, when the shareholder derives

improper personal gain or advantage by misusing the corporate form, the court may reach

through the veil already torn by the owner’s abuses.” Id.

When a court is faced with determining whether the equitable doctrine of veil

piercing is available to a plaintiff, the court “must start from the general rule that the

corporate entity should be recognized and upheld, unless specific, unusual circumstances

call for an exception. Care should be taken on all occasions to avoid making the entire

theory of corporate entity useless.” Id. (citation omitted). Stated differently, “there is a

strong presumption in Pennsylvania against piercing the corporate veil.” Lumax, 669 A.2d

at 895.

Nevertheless, this Court has “held that, whenever an owner or owners use control

of a corporation to further their personal interests, the fiction of the separate corporate

identity may be disregarded.” Mortimer, 255 A.3d at 278. “The corporate veil will be

[J-79A-2025 and J-79B-2025] - 20 pierced and the corporate form disregarded whenever justice or public policy demand[,]

such as when the corporate form has been used to defeat public convenience, justify

wrong, protect fraud, or defend crime.” Golden Gate, 194 A.3d at 1035 (alteration in

original) (citations and internal quotation marks omitted). This Court has endorsed the

following two-part standard for evaluating whether a plaintiff can pierce a corporation’s

veil of protection: “First, there must be such unity of interest and ownership that the

separate personalities of the corporation and the individual no longer exist, and[,] second,

adherence to the corporate fiction under the circumstances would sanction fraud or

promote injustice.” Mortimer, 255 A.3d at 286-87 (citation omitted).

“Oft-cited factors that might lead a court to disregard the corporate form in a given

case include undercapitalization, failure to adhere to corporate formalities, [12] substantial

intermingling of corporate and personal affairs[,] and use of the corporate form to

12 Given the language employed in Section 8106 of the Partnership Code, 15 Pa. C.S.

§ 8106, which, by its express terms, is applicable to LLCs, when a plaintiff seeks to pierce the protective veil of an LLC, this factor—i.e., a failure to adhere to corporate formalities— weighs less, if at all. Section 8106, which is entitled “Failure to observe formalities,” provides: The failure of a limited liability partnership, limited partnership, limited liability limited partnership, electing partnership or limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a partner, member or manager of the entity for a debt, obligation or other liability of the entity. 15 Pa. C.S. § 8106 (emphasis added). The comment to Section 8106 explains: This section pertains to the equitable doctrine of “piercing the veil”— i.e., conflating an entity and its owners to hold one liable for the obligations of the other. The doctrine of “piercing the corporate veil” is well-established, and courts regularly (and sometimes almost reflexively) apply that doctrine to limited liability companies and other unincorporated entities. In the corporate realm, “disregard of corporate formalities” is a key factor in the piercing analysis. In the realm of limited liability companies, that factor is inappropriate, because informality of organization and operation is both common and desired. 15 Pa. C.S. § 8106 cmt. (citation omitted).

[J-79A-2025 and J-79B-2025] - 21 perpetrate a fraud.” Id. at 278 (second alteration in original) (citation and internal

quotation marks omitted). “Fraud in its narrow sense need not be shown; Pennsylvania

courts will disregard the corporate form whenever it is necessary to avoid injustice, and

so long as the rights of innocent parties are not prejudiced nor the theory of corporate

entity rendered useless.” Id. (footnote, citations, and internal quotation marks omitted).

Paramount to the instant matter, “[a] request to pierce the corporate veil is not an

independent cause of action[] but[,] rather[,] is a means of imposing liability established

in an underlying cause of action, such as tort or breach of contract, against another.”

Golden Gate, 194 A.3d at 1035 (emphasis added). Where a plaintiff seeks to pierce the

corporate veil to impose a corporation or LLC’s liabilities onto a parent entity or

shareholder/member, at a bare minimum, the plaintiff must establish a viable cause of

action exists against that corporation or LLC. In other words, if the plaintiff is unable to

demonstrate that the corporation or LLC can face liability for the underlying cause of

action, then the plaintiff cannot pierce the protective veil as a matter of law.13 Our decision

in Golden Gate helps to illustrate this point.

13 See, e.g., Peacock v. Thomas, 516 U.S. 349, 354 (1996) (“Piercing the corporate veil

is not itself an independent . . . cause of action[] but[,] rather[,] is a means of imposing liability on an underlying cause of action.” (citation and internal quotation marks omitted)); Wallop Canyon Ranch, LLC v. Goodwyn, 351 P.3d 943, 960 (Wyo. 2015) (“The determination of whether a fiduciary duty can be breached based on self[ ]dealing with related entities does not require veil-piercing analysis. This is because we do not consider veil[ ]piercing until the threshold question of whether there is liability for an underlying cause of action has been answered.” (citation and internal quotation marks omitted)); Vasquez v. Sportsman’s Inn, Inc., 57 A.3d 313, 321 (R.I. 2012) (“[A]n attempt of a third party to pierce the corporate veil does not constitute a cause of action independent of that against the corporation; rather, it is an assertion of facts and circumstances that will persuade the court to impose the corporate obligation on its owners. It is a means of assessing liability for the acts of a corporation against an equity holder in the corporation. It is not itself an action but is merely a procedural means of allowing liability on a substantive claim.” (quoting 18 Am. Jur. 2d Corporations § 47 at 694-95 (2004))); see also Kan. Stat. Ann. § 17-7101(a) (“When the officers, directors or stockholders of any corporation shall be liable by the provisions of this code to pay the debts of the (continued…)

[J-79A-2025 and J-79B-2025] - 22 In Golden Gate, the Office of Attorney General (OAG) filed suit against nursing

homes and their parent companies, contending, inter alia, that the parent companies

received improper payments. The OAG brought claims under the Unfair Trade Practices

and Consumer Protection Law (UTPCPL),14 as well as a claim for unjust enrichment.

“The thrust of the OAG’s argument in favor of its unjust enrichment claim [was] that the

allegedly ill-gotten proceeds [had] been siphoned out of the [nursing homes] and passed

on to the parent entities.” Golden Gate, 194 A.3d at 1035. Stated differently, the OAG

sought to pierce the nursing homes’ corporate veils to gain access to the parent

companies’ coffers.

As noted above, the Court, in Golden Gate, explained that “[a] request to pierce

the corporate veil is not an independent cause of action[] but[,] rather[,] is a means of

imposing liability established in an underlying cause of action, such as tort or breach of

contract, against another.” Id. In applying this principle, the Court highlighted that “the

UTPCPL claims [were] all based on alleged misconduct by the [nursing homes], either

individually or chain-wide.” Id. “Thus,” the Court observed, “the OAG’s efforts to impose

liability on [the parent companies was] necessary only in the event that it obtain[ed] a

judgment against the [nursing homes] that the [nursing homes could not] satisfy.” Id. The

Court then stated that, “[a]s this eventuality [had] not yet come to pass, the OAG’s unjust

enrichment claim [was] premature.” Id.

Turning back to the instant matter, while Plaintiffs filed their asbestos-related

claims by naming, among others, CLI as a defendant, Plaintiffs’ claims are against Dravo,

not CLI. More specifically, Plaintiffs allege that Dravo caused their asbestos-related

corporation, or any part thereof, any person to whom they are liable may have an action against any one or more of them. The petition in any such action shall state the claim against the corporation and the ground on which the plaintiff expects to charge the defendants personally.”). 14 Act of December 17, 1968, P.L. 1224, as amended, 73 P.S. §§ 201-1 to -10.

[J-79A-2025 and J-79B-2025] - 23 injuries, and they seek to pierce Dravo’s protective veil to gain access to CLI’s assets as

the source of compensation for those injuries. (See, e.g., Plaintiffs’ Brief at 6 (“[B]ased

on the information discovered in [Dravo’s dissolution proceedings], . . . Plaintiffs filed suit

against [CLI], alleging that [CLI] should be held liable for the past use of asbestos by

Dravo through the equitable remedy of piercing the corporate veil.”).) We, therefore, must

determine, preliminarily, whether Plaintiffs can pursue their tort causes of action against

Dravo. The LLC Act answers this question.

Section 8872(a) of the Act provides that a “dissolved [LLC] shall wind up its

activities and affairs, and the [LLC] continues after dissolution only for the purpose of

winding up.” 15 Pa. C.S. § 8872(a). A dissolved LLC “may publish notice of its dissolution

and request persons having claims against the [LLC] to present them in accordance with

the notice.” Id. § 8875(a). Pursuant to Section 8875(b)(3) of the LLC Act, such notice

must “state that a claim against the [LLC] is barred unless an action to enforce the claim

is commenced within two years after publication of the notice.” Id. § 8875(b)(3).

Importantly, Section 8875(c) of the Act provides that, if a dissolved LLC affords notice

under Section 8875(b), then a claim is barred “unless the claimant commences an action

to enforce the claim against the [LLC] within two years after the publication date of the

notice,” save for exceptions that are irrelevant to this appeal. Id. § 8875(c).

It is undisputed that, when Plaintiffs filed the Subject Actions and presented their

asbestos claims in the trial court, Dravo had completed the court-approved dissolution

process. It is also undisputed that Plaintiffs filed the Subject Actions after the

July 13, 2020 claim bar date. Consequently, allowing Plaintiffs to pursue such claims

against Dravo at this juncture would run contrary to the clear language of the Act.

See id. § 8875(c). Indeed, Subchapter G of the LLC Act unambiguously evinces the

General Assembly’s intent to extinguish potential claims against an LLC at a specific point

[J-79A-2025 and J-79B-2025] - 24 in time. Because equity follows the law, Plaintiffs cannot benefit from the equitable

remedy of veil piercing where the LLC Act forbids all claims filed against Dravo after the

July 13, 2020 claim bar date.

We acknowledge that this result could be characterized as an “injustice” in a

general sense. That injustice, however, is not the product of CLI or Dravo abusing

Dravo’s corporate or LLC status. Rather, this outcome stems from the General

Assembly’s policy decision to allow an LLC to dissolve for any or no reason, including to

discharge ongoing liability,15 and to limit the time to bring claims against the dissolved

LLC to two years after the LLC publishes notice of its dissolution. While statutory claim

bar dates may seem harsh to some, their existence and effect are no stranger to the law.

See, e.g., Warrantech Consumer Prods. Servs., Inc. v. Reliance Ins. Co. in Liquidation,

96 A.3d 346, 358 (Pa. 2014) (“As this Court has recognized, barring claims against

insolvent insurers after a certain date, while it may work hardships on certain parties, is

necessary to permit the Liquidator to manage effectively existing liabilities for the ultimate

benefit of all claimants of insolvent insurers.”); Ellis v. Westinghouse Elec. Co., LLC,

11 F.4th 221, 233 (3d Cir. 2021) (“Section 503 [of the federal Bankruptcy Code, 11 U.S.C.

§ 503,] thus provides both a carrot and a stick for creditors promptly to request payment

of administrative expenses. File claims on time and, if valid, they will receive priority

treatment in the bankruptcy and get paid in full under the plan. File the claims late and

they will face discharge. The harsh result is justified because, like general claim bar dates

for prepetition claims, bar dates for administrative expense claims help the debtors know

their liabilities and implement a viable plan to obtain a fresh start.”).

Finally, it is noteworthy that, despite Plaintiffs’ insistence that CLI improperly raided

Dravo’s assets, Plaintiffs do not contend that these alleged raids had any impact on

15 By way of example, the Act allows for the dissolution of an LLC simply “upon . . . [t]he

consent of all the members.” 15 Pa. C.S. § 8871(a)(2).

[J-79A-2025 and J-79B-2025] - 25 Dravo’s ability to pay valid, timely Asbestos Claims brought against it before the

July 13, 2020 claim bar date. Plaintiffs also fail to cite to any evidence that could

demonstrate that, had they filed their claims against Dravo by the July 13, 2020 claim bar

date, Dravo could not have paid those claims due to the alleged raids by CLI. Lastly, in

the end, even if Dravo was flush with millions or billions of dollars’ worth of assets after

the July 13, 2020 claim bar date, Plaintiffs’ untimely pursuit of their asbestos-related

claims against Dravo would land them in the same position in which they currently find

themselves—i.e., without any causes of action against Dravo.

VI. CONCLUSION

Plaintiffs initiated the Subject Actions claiming that Dravo caused their

asbestos-related injuries after the LLC Act barred any such claims against Dravo,

resulting in Plaintiffs having no underlying causes of action against Dravo. Consequently,

as a matter of law, Plaintiffs cannot pursue the remedy of piercing Dravo’s protective veil

to seek compensation from CLI for their injuries. The Superior Court erred in holding

otherwise. For these reasons, we reverse the Superior Court’s judgment, which reversed

the trial court’s order granting summary judgment in favor of CLI.

Chief Justice Todd and Justices Donohue, Dougherty, Wecht, Mundy and

McCaffery join the opinion.

[J-79A-2025 and J-79B-2025] - 26