More LLC veil piercing silliness - ProfessorBainbridge.com

LLC Law Monitor blog reports that:

The Federal District Court in New York granted summary judgment to pierce the veil of a Delaware limited liability company in?Soroof Trading Development Co. Ltd. v. GE Fuel Cell Systems LLC, No. 10 Civ. 1391(LTS)(JCF), 2012 WL 209110 (S.D.N.Y. Jan. 24, 2012). The court found the LLC to be the alter ego of its members, but did not explain how Delaware?s requirement of unfairness or injustice was met. ...

...?it appears unlikely that a Delaware court would have pierced the veil of the LLC on the facts recited by the?Soroof?court. The threshold in Delaware to pierce the veil of a corporation or LLC is high. Generally fraud, illegality, or other egregious facts must be present, and the Delaware courts ?have only been persuaded to ?pierce the corporate veil? after substantial consideration of the shareholder-owner?s disregard of the separate corporate fiction and the degree of injustice impressed on the litigants by recognition of the corporate entity.??Midland Interiors, Inc. v. Burleigh, No. CIV.A. 18544, 2006 WL 3783476, at *3 (Del. Ch. 2006).?SeeFrancis Pileggi?s discussion of?Midland Interiors,?here.

The?Soroof?opinion is not an isolated instance of a court straining to pierce the veil of an LLC. Last month I posted?here?about Colorado?s?Martin v. Freeman?case, where the veil of a single member LLC was pierced without any showing of wrongdoing. Both cases support Professor Stephen Bainbridge?s thesis that ?veil piercing achieves neither fairness nor efficiency, but rather only uncertainty and lack of predictability.? Stephen M. Bainbridge,?Abolishing LLC Veil Piercing, 2005 U. Ill. L. Rev. 77, 78.

The excised bulk of the post contains a detailed treatment of the facts, issues, and holding, which I highly commend to your attention. (HT: Pileggi)

obama sweet home chicago accenture match play fat tuesday king cake george washington carver mardi gras fun.