Skidmore, Owings & Merrill v. CANADA LIFE ASSUR., No. 86-B-1460.

CourtUnited States Courts of Appeals. United States Court of Appeals (7th Circuit)
Writing for the CourtGlen Keller, John Roche, Davis, Graham & Stubbs, Denver, Colo., for defendants
Citation706 F. Supp. 758
PartiesSKIDMORE, OWINGS & MERRILL, a partnership, Plaintiff, v. CANADA LIFE ASSURANCE COMPANY, a Canadian corporation; and Confederation Life Insurance Company, a Canadian corporation, Defendants.
Docket NumberNo. 86-B-1460.
Decision Date24 February 1989

706 F. Supp. 758

SKIDMORE, OWINGS & MERRILL, a partnership, Plaintiff,
v.
CANADA LIFE ASSURANCE COMPANY, a Canadian corporation; and Confederation Life Insurance Company, a Canadian corporation, Defendants.

No. 86-B-1460.

United States District Court, D. Colorado.

February 24, 1989.


706 F. Supp. 759

Mark S. Lillie, Kirkland & Ellis, Denver, Colo., Steven J. Harper, Kirkland & Ellis, Chicago, Ill., for plaintiff.

Glen Keller, John Roche, Davis, Graham & Stubbs, Denver, Colo., for defendants.

MEMORANDUM OPINION AND ORDER

BABCOCK, District Judge.

This matter is before the Court on defendants' motion for summary judgment pursuant to Fed.R.Civ.P. 56. Oral argument was heard on February 21, 1989. Jurisdiction exists based on diversity of citizenship, 28 U.S.C. § 1332(a).

In 1982 and 1983, plaintiff, Skidmore, Owings & Merrill (SOM), performed architectural services for Dover Park Development Corp. (Dover-Park US) and Dover Park Development Corporation, Ltd. (Dover-Park Canada) (collectively, the Dover entities). The Dover entities failed to pay SOM fully for the services rendered and SOM filed suit against them in Denver District Court. SOM obtained a substantial judgment against the Dover entities on February 20, 1986. The Dover entities filed a petition in bankruptcy under Chapter 7 in U.S. District Court, District of Colorado on October 22, 1986, but were never declared bankrupt. The judgment remains unsatisfied.

SOM now brings the present alter ego action against defendants Canada Life Assurance Company and Confederation Life Insurance Company (the Life Companies), claiming that they are liable to it as the parent companies of the Dover entities. SOM seeks to pierce the corporate veil and hold the Life Companies liable to SOM for the debts, obligations, and judgments of the Dover entities. SOM also asserts an unjust enrichment claim against defendants, which is dependent upon the existence of an alter ego relationship between defendants and the Dover entities.

Defendants move for summary judgment that, as a matter of law, the Dover entities were neither a mere instrumentality nor an alter ego of the Life Companies, and therefore, defendants are not liable to SOM for the Dover entities' debts. The motion will be granted.

Fed.R.Civ.P. 56 provides that summary judgment shall be granted if the pleadings, depositions, answers to interrogatories, admissions, or affidavits show that there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Celotex Corp. v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986); Matsushita Electric Industrial Co. v. Zenith Radio Corp., 475 U.S. 574, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

Summary judgment is appropriate when the Court can conclude that no reasonable juror could find for the non-moving party, on the basis of the evidence presented in the motion and response. Matsushita, supra. The non-moving party must present sufficient evidence so that a reasonable juror could find for him. The standard is whether the non-movant has presented evidence which is persuasive enough for a reasonable juror to rule in his favor. Id. Further, the non-moving party has the burden of showing that there are issues of material fact to be determined. Celotex, supra.

Generally, a parent corporation is treated as a legal entity separate from the subsidiary in the absence of circumstances justifying disregard of the corporate entity. Quarles v. Fuqua Industries, Inc., 504 F.2d 1358, 1362 (10th Cir.1974).

Before one corporation by be held liable for the acts of another corporation, there must be such a close relationship between the two companies that one is, in essence, an instrumentality of the other.

New Sheridan Hotel & Bar, Ltd. v. Commercial Leasing Corp. Inc., 645 P.2d 868, 869 (Colo.App.1982).

706 F. Supp. 760

In U.S. v. Van Diviner, 822 F.2d 960 (10th Cir.1987), this Circuit iterated the factors to be considered in determining whether one corporation is a mere instrumentality of another:

1. whether a corporation is operated as a separate entity;

2. commingling of funds and other assets;

3. failure to maintain...

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5 practice notes
  • FDIC v. First Interstate Bank of Denver , NA, Civil Action No. 93-B-85.
    • United States
    • United States District Courts. 10th Circuit. United States District Court of Colorado
    • 10 Julio 1996
    ...or wrong on another, equity will permit plaintiff to pierce the corporate veil." Skidmore, Owings & Merrill v. Canada Life Assur. Co., 706 F.Supp. 758 (D.Colo.1989) citing Micciche v. Billings, 727 P.2d 367 (Colo.1986). To pierce the corporate veil, evidence must show that the corporate ent......
  • Walk-In Med. Ctrs., Inc. v. Breuer Capital Corp., Civ. A. No. 90-B-567.
    • United States
    • United States District Courts. 10th Circuit. United States District Court of Colorado
    • 19 Noviembre 1991
    ...own instrumentality, the corporation was not merely her own instrument. See, Skidmore, Owings & Merrill v. Canada Life Assurance Co., 706 F.Supp. 758, 761 (D.Colo.1989), aff'd., 907 F.2d 1026 (10th Cir.1990). Moreover, poor record-keeping, lack of attention to all formalities, and board dom......
  • Levesque v. Iberdrola S.A., 2:19-cv-00389-JDL
    • United States
    • U.S. District Court — District of Maine
    • 6 Agosto 2021
    ...Regal Ware, Inc. v. Vita Craft Corp., 653 F.Supp.2d 1146, 1151-52 (D. Kan. 2006); Skidmore, Owings & Merrill v. Canada Life Assur. Co., 706 F.Supp. 758, 759 (D. Colo. 1989). To allow otherwise would ignore the veil of corporate separateness that exists between a parent and its subsidiary, a......
  • In re Ski Train Fire in Kaprun, Austria On Nov. 11, MDL No. 1428(SAS).
    • United States
    • United States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
    • 8 Octubre 2004
    ...v. First Interstate Bank, 937 F.Supp. 1461, 1466-67 (D.Colo.1996) (quoting Skidmore, Owings, & Merrill v. Canada Life Assurance Co., 706 F.Supp. 758, 761 (D.Colo.1989), aff'd, 907 F.2d 1026 (10th 57. Id. at 1466. 58. SGI Air Holdings II LLC, 239 F.Supp.2d at 1166. 59. Even if plaintiffs cou......
  • Request a trial to view additional results
5 cases
  • FDIC v. First Interstate Bank of Denver , NA, Civil Action No. 93-B-85.
    • United States
    • United States District Courts. 10th Circuit. United States District Court of Colorado
    • 10 Julio 1996
    ...or wrong on another, equity will permit plaintiff to pierce the corporate veil." Skidmore, Owings & Merrill v. Canada Life Assur. Co., 706 F.Supp. 758 (D.Colo.1989) citing Micciche v. Billings, 727 P.2d 367 (Colo.1986). To pierce the corporate veil, evidence must show that the corporate ent......
  • Walk-In Med. Ctrs., Inc. v. Breuer Capital Corp., Civ. A. No. 90-B-567.
    • United States
    • United States District Courts. 10th Circuit. United States District Court of Colorado
    • 19 Noviembre 1991
    ...own instrumentality, the corporation was not merely her own instrument. See, Skidmore, Owings & Merrill v. Canada Life Assurance Co., 706 F.Supp. 758, 761 (D.Colo.1989), aff'd., 907 F.2d 1026 (10th Cir.1990). Moreover, poor record-keeping, lack of attention to all formalities, and board dom......
  • Levesque v. Iberdrola S.A., 2:19-cv-00389-JDL
    • United States
    • U.S. District Court — District of Maine
    • 6 Agosto 2021
    ...Regal Ware, Inc. v. Vita Craft Corp., 653 F.Supp.2d 1146, 1151-52 (D. Kan. 2006); Skidmore, Owings & Merrill v. Canada Life Assur. Co., 706 F.Supp. 758, 759 (D. Colo. 1989). To allow otherwise would ignore the veil of corporate separateness that exists between a parent and its subsidiary, a......
  • In re Ski Train Fire in Kaprun, Austria On Nov. 11, MDL No. 1428(SAS).
    • United States
    • United States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
    • 8 Octubre 2004
    ...v. First Interstate Bank, 937 F.Supp. 1461, 1466-67 (D.Colo.1996) (quoting Skidmore, Owings, & Merrill v. Canada Life Assurance Co., 706 F.Supp. 758, 761 (D.Colo.1989), aff'd, 907 F.2d 1026 (10th 57. Id. at 1466. 58. SGI Air Holdings II LLC, 239 F.Supp.2d at 1166. 59. Even if plaintiffs cou......
  • Request a trial to view additional results

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