dismissed their claims and their requests for injunctive relief

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Case 1:04-cv-08825-JFK-HBP Document 118 Filed 06/26/12 Page 44 of 56(noting that “New York courts disregard corporate formreluctantly”). The concept of veil-piercing “is equitable innature and assumes that the corporation itself is liable for theobligation sought to be imposed. Thus, an attempt of a thirdparty to pierce the corporate veil does not constitute a causeof action independent of that against the corporation; rather itis an assertion of facts and circumstances which will persuadethe court to impose the corporate obligation on its owners.”Morris v. N.Y. State Dep’t of Taxation & Fin., 623 N.E.2d 1157,1160 (N.Y. 1993). Such facts and circumstances include the need“to prevent fraud or to achieve equity.” Billy v. Consol. Mach.Tool Corp., 412 N.E.2d 934, 941 (N.Y. 1980).Under New York law, plaintiff may pierce the corporate veilwhere there is evidence showing “(i) that the owner exercisedcomplete domination over the corporation with respect to thetransaction at issue; and (ii) that such domination was used tocommit a fraud or wrong that injured the party seeking to piercethe veil.” Am. Fuel Corp. v. Utah Energy Dev. Co., 122 F.3d130, 134 (2d Cir. 1997); see Thrift Drug, Inc. v. UniversalPrescription Adm’rs, 131 F.3d 95, 97 (2d Cir. 1997); cf. LifeIns. Corp. of India v. Escorts Ltd., A.I.R. 1986 S.C. 1370, 1418(India) (Indian courts will pierce the corporate veil to prevent“fraud or improper conduct”). Courts consider a number offactors in determining domination, including:44
Case 1:04-cv-08825-JFK-HBP Document 118 Filed 06/26/12 Page 45 of 56(1) the absence of the formalities and paraphernaliathat are part and parcel of the corporate existence,i.e., issuance of stock, election of directors,keeping of corporate records and the like, (2)inadequate capitalization, (3) whether funds are putin and taken out of the corporation for personalrather than corporate purposes, (4) overlap inownership, officers, directors, and personnel, (5)common office space, address and telephone numbers ofcorporate entities, (6) the amount of businessdiscretion displayed by the allegedly dominatedcorporation, (7) whether the related corporations dealwith the dominated corporation at arms length, (8)whether the corporations are treated as independentprofit centers, (9) the payment or guarantee of debtsof the dominated corporation by other corporations inthe group, and (10) whether the corporation inquestion had property that was used by other of thecorporations as if it were its own.Wm. Passalacqua Builders, Inc. v. Resnick Developers S., Inc.,933 F.2d 131, 139 (2d Cir. 1991). “While complete domination ofthe corporation is the key to piercing the corporate veil, . . .such domination, standing alone, is not enough; some showing ofa wrongful or unjust act toward plaintiff is required.” Morris,623 N.E.2d at 1161. In other words, plaintiff “must establishthat the owners, through their domination, abused the privilegeof doing business in the corporate form to perpetrate a wrong orinjustice against that party such that a court in equity willintervene.” Id.; see MAG Portfolio Consultant, GMBH v. MerlinBiomed Grp. LLC, 268 F.3d 58, 64 (2d Cir. 2001) (“Without afinding that the domination occurred for the purpose ofcommitting a wrong, the second element of a veil-piercinganalysis has not been met.”).45
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dismissed their claims and their requests for injunctive relief

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