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Current Developments in the Commercial Divisions of the
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Posted: March 31, 2014

Summary Judgment Granted in Favor of Veil-Piercing Claim

On March 19, 2014, Justice Friedman of the New York County Commercial Division issued a decision in Webmediabrands, Inc. v. Latinvision, Inc., 2014 NY Slip Op. 30700(U), granting plaintiffs’ motion for summary judgment piercing the defendants’ corporate veil.

In Webmediabrands, the plaintiffs were judgment creditors of defendant Latinvision (“LVI”) who sued LVI’s principal shareholder, officer and director, Vassallo, and another company wholly owned by Vassallo, LVM, seeking to hold them liable for LVI’s obligation. “Vassallo was the principal shareholder and officer of both LVI and LVM.” In support of their motion, the plaintiffs presented undisputed evidence that the three defendants routinely commingled funds, including numerous undocumented “loans” to Vassallo by the entities, as well as the lack of “any documentary evidence showing the existence of corporate governance mechanisms.” Based upon that evidence, the court awarded summary judgment to plaintiffs, explaining:

As a general rule, claims involving alter ego liability are fact-laden and not well suited for summary judgment resolution. Here, however, the undisputed facts establish that LVI and LVM had overlapping owners and directors; LVI, LVM, and Vassallo commingled assets; Vassallo used corporate funds for personal purposes; LVM used LVI’s domain name; and LVM and Vassallo held no corporate meetings and kept no corporate records. Under these circumstances, the court holds as a matter of law that both Vassallo and LVM are liable as alter egos of LVI for the judgment against LVI.

(Internal citations and quotations omitted.)

This decision illustrates the type of situation in which veil piercing is appropriate.

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