Sea-Land Services, Inc. v. Pepper Source

993 F.2d 1309, 1993 WL 169204
CourtCourt of Appeals for the Seventh Circuit
DecidedMay 21, 1993
DocketNo. 92-2773
StatusPublished
Cited by10 cases

This text of 993 F.2d 1309 (Sea-Land Services, Inc. v. Pepper Source) is published on Counsel Stack Legal Research, covering Court of Appeals for the Seventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sea-Land Services, Inc. v. Pepper Source, 993 F.2d 1309, 1993 WL 169204 (7th Cir. 1993).

Opinion

TIMBERS, Senior Circuit Judge.

Appellants appeal from a judgment entered after a bench trial in the Northern District of Illinois, James F. Holderman, District Judge, piercing the corporate veil and awarding appellee $118,132.61 in damages.

On appeal, appellants claim that the evidence presented at trial was insufficient to warrant piercing the corporate veil and that the court misapplied state law in reaching its conclusion.

For the reasons which follow, we reject appellants’ claims and we affirm the judgment in all respects.

[1311]*1311I.

We summarize only those facts and prior proceedings believed necessary to an understanding of the issues raised on appeal.

Appellee Sea-Land Services, Inc. (Sea-Land), an ocean carrier, shipped Jamaican sweet peppers for appellant Pepper Source (PS) over a period of several months in 1986 and 1987. When PS failed to pay Sea-Land for its services, Sea-Land commenced an action in the federal court. On December 2, 1987, Sea-Land obtained a default judgment against PS in the amount of $86,767.70. Sea-Land however, was unable to collect its judgment because PS had been dissolved in mid-1987 and had no assets.

On June 13, 1988, Sea-Land commenced the- instant action against Gerald J. Márchese and five business entities owned by Márch-ese: PS, Caribe Crown, Inc., Jamar Corp., Salescaster Distributors, Inc., and Márchese Fegan Associates. The complaint sought to enforce the December 2, 1987 default judgment by piercing PS’s corporate veil to hold Márchese personally liable for the judgment owed to Sea-Land. In a process referred to as “reverse piercing”, Sea-Land Serv., Inc. v. Pepper Source, 941 F.2d 519, 520 (7th Cir.1991), Sea-Land then sought to impose liability on Marchese’s other corporations as well. After the court granted leave for Sea-Land to amend its complaint nunc pro tunc as of January 10, 1989, Sea-Land added Tie-Net International, Inc., a corporation half-owned by Márchese, as a defendant.

On December 8,1989, Sea-Land moved for summary judgment. On June 22, 1990, the court granted Sea-Land’s motion. Appellants appealed and, on August 20, 1991, we reversed and remanded. Sear-Land, supra. Applying the two-prong test for piercing the corporate veil articulated in Van Dorn Co. v. Future Chem. and Oil Corp., 753 F.2d 565 (7th Cir.1985), we concluded that the first prong was satisfied because Sea-Land demonstrated that there was such a unity of interest and ownership that the separate personalities of the corporations and Márchese no longer existed. Sea-Land, supra, 941 F.2d at 521-22. As to the second prong, however, we remanded because Sea-Land’s failure to present evidence to support a finding that adherence to a separate corporate existence would promote fraud or injustice. Id. at 524. To satisfy this second prong, we concluded, Sea-Land must establish on remand some “wrong” beyond its inability to collect on its judgment against PS.

On remand, additional discovery was permitted. The issues raised by the second prong of Van Dorn were tried on July 6 and 7, 1992. On July 9, 1992, the court entered judgment for Sea-Land, awarding it $118,-132.61 in damages. The court concluded that Sea-Land satisfied the second prong of Van Dorn by establishing wrongs beyond its inability to collect on its judgment.

On the instant appeal, appellants contend that the evidence presented by Sea-Land at trial was insufficient to satisfy the second prong of Van Dorn. They also assert that the court misapplied Illinois law in reaching its decision.

II.

To pierce a corporate veil under Illinois law, a plaintiff must demonstrate that there is “such unity of interest and ownership that the separate personalities of the corporation and the individual no longer exist”, and that “adherence to the fiction of separate corporate existence would sanction a fraud or promote injustice.” Van Dorn, supra, 753 F.2d at 569-70. In this ease, we are concerned only with the latter requirement which appellants contend Sea-Land failed to satisfy.

To determine whether Sea-Land satisfied its burden, we first look to our earlier decision in this case. In Sea-Land, supra, 941 F.2d at 524, we held that, to prevail on the second prong of Van Dorn, Sea-Land must establish, in addition to its inability to collect on its judgment, a “wrong” such as where:

“the common sense rules of adverse possession would be undermined; former partners would be permitted to skirt the legal rules concerning monetary obligations; a party would be unjustly enriched; a parent corporation that caused a sub’s liabilities and its inability to pay for them would escape those liabilities; or an intentional scheme to squirrel assets into a liability-free corporation while heaping lia[1312]*1312bilities upon an asset-free corporation would be successful.”

We went on to suggest that such “wrongs” could be shown by Sea-Land on remand if “Márchese ... used these corporate facades to avoid its responsibilities to creditors; or that PS, Márchese or one of the other corporations will be ‘unjustly enriched.’” Id. at 525.

As a threshold matter, appellants contend that Sea-Land did not produce evidence between summary judgment and trial to establish a wrong other than its inability to collect on its judgment, and therefore did not satisfy the second prong of Van Dorn. As we recognized in Sea-Land, supra, 941 F.2d at 524, the only reason Sea-Land did not present such evidence on summary judgment was because it believed its unsatisfied judgment was sufficient ground for piercing the corporate veil. At trial, however, Sea-Land did present new evidence pertaining to the additional wrongs listed above. Indeed, accountants testifying on Sea-Land’s behalf relied on bank records and personal financial statements obtained between summary judgment and trial to support their testimony that Márchese was unjustly enriched and that he used his corporations as a sham to defraud creditors.

Further, contrary to appellants’ assertions, Sea-Land adduced sufficient evidence at trial to establish additional wrongs to justify piercing the corporate veil. First, Sea-Land demonstrated that Márchese and his corporations were unjustly enriched. We have defined “unjust enrichment” as the receipt of money or its equivalent under circumstances that, in equity and good conscience, suggest that it ought not to be retained because it belongs to someone else. Midcoast Aviation, Inc. v. General Elec. Credit Corp., 907 F.2d 732, 737 (7th Cir.1990). At trial, Sea-Land demonstrated that Márchese obtained countless benefits at the expense of not only Sea-Land, but the Internal Revenue Service (IRS) and other creditors as well. Indeed, Márchese used PS funds to pay his personal expenses as well as expenses incurred by his other corporations. As a result, PS was left without sufficient funds to satisfy Sea-Land or PS’s other creditors. American Trade Partners v. A1 Int’l Importing Enter., 770 F.Supp.

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

Related

QVC, Inc. v. Ourhouseworks, LLC
649 F. App'x 223 (Third Circuit, 2016)
First Express Servs. Group v. Easter
Nebraska Supreme Court, 2013
Shearrow v. Easton Enterprises, LLC
895 F. Supp. 2d 882 (N.D. Illinois, 2012)
Wachovia Securities, LLC v. Jahelka
586 F. Supp. 2d 972 (N.D. Illinois, 2008)
LM Ins. Corp. v. Spaulding Enterprises Inc.
533 F.3d 542 (Seventh Circuit, 2008)
Steadfast Ins. Co., Inc. v. Auto Marketing Network, Inc.
2 F. Supp. 2d 1058 (N.D. Illinois, 1998)
Hystro Products, Inc. v. Mnp Corporation
18 F.3d 1384 (Seventh Circuit, 1994)
Sea-Land Services, Incorporated v. Pepper Source
993 F.2d 1309 (Seventh Circuit, 1993)

Cite This Page — Counsel Stack

Bluebook (online)
993 F.2d 1309, 1993 WL 169204, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sea-land-services-inc-v-pepper-source-ca7-1993.