In Breach of Contract Case, NY Court Upholds Piercing the Corporate Veil Claim March 22, 2010

In Geneva Capital Corp. v. American Lending Services, LLC, a decision that was reported in last week’s New York Law Journal, a New York County trial judge acted in Solomonic fashion: she dismissed some of the claims, while letting stand other claims, including the plaintiff’s claim seeking to hold the individual defendant personally liable for the corporate defendant’s alleged breach of contract.

The interesting part of the decision is not the particular holding in this case; it’s the Court’s succinct primer on the required elements to successfully plead the following claims in the breach of contract context:

• piercing the corporate veil;
• fraud;
• promissory estoppel; and,
• unjust enrichment.

(The latter two categories are known under their legal term, “quasi-contract”). Parenthetically, just because the judge dismissed part of the case, doesn’t mean she was wrong. To the contrary, her decision looks like it’s right on.

Jonathan Cooper is a New York Business Litigation and New York Commercial Litigation Lawyer with a focus on New York breach of contract and New York business fraud claims before the Nassau, Queens, Brooklyn, Bronx, Westchester and Suffolk County courts of New York State. For more information, feel free to contact his Long Island office at 516-791-5700.

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