Murray v. Miner, 203
| Court | United States Courts of Appeals. United States Court of Appeals (2nd Circuit) |
| Writing for the Court | MESKILL |
| Citation | 74 F.3d 402 |
| Parties | John J. MURRAY, James N. Berardi, Robert A. Petitti, and Joseph M. Hurley, individually and on behalf of all others similarly situated, Plaintiffs-Appellants, v. Cory J. MINER, Paul I. Brown, and MMAR Group, Inc., Defendants-Appellees. ocket 95-7256. |
| Docket Number | D,No. 203,203 |
| Decision Date | 18 January 1996 |
Page 402
Joseph M. Hurley, individually and on behalf of
all others similarly situated,
Plaintiffs-Appellants,
v.
Cory J. MINER, Paul I. Brown, and MMAR Group, Inc.,
Defendants-Appellees.
Second Circuit.
Decided Jan. 18, 1996.
Page 403
Daniel A. Lowenthal, III, New York City (Francis Carling, Winthrop, Stimson, Putnam & Roberts, New York City, of counsel), for Appellants.
Donato Caruso, New York City (William M. Spelman, Lambos & Giardino, New York City, of counsel), for Appellees.
Before: MESKILL, ALTIMARI and McLAUGHLIN, Circuit Judges.
MESKILL, Circuit Judge:
This is an appeal from a judgment of the United States District Court for the Southern District of New York dismissing a complaint under Rule 12(b)(6) of the Federal Rules of Civil Procedure for failure to state a claim upon which relief can be granted. We affirm the dismissal and hold that the single employer doctrine does not apply in the absence of an employer-employee relationship at the time of the alleged wrong.
This diversity case involves an attempt to impose on defendants liability for judgments entered against a now-defunct corporation in two prior lawsuits. James Berardi, Joseph Hurley, John Murray and Robert Petitti (plaintiffs-appellants) all are domiciled in New Jersey and former employees of Fundamental Brokers, Inc. (FBI), a corporation with its principal place of business in New York. The MMAR Group, Inc. and its principal shareholders, Cory Miner and Paul Brown (collectively "the MMAR defendants"), all are domiciled in Texas.
In July 1989 and January 1990, appellants brought two related suits against FBI alleging breach of contract as to two compensation guarantees and bonus awards in 1987-88 and 1988-89 (the Berardi actions). In July 1992, after a jury trial, the United States District Court for the Southern District of New York, Martin, J., entered judgments in favor of appellants and against FBI.
Meanwhile, in October 1990, the MMAR defendants formed Gnubrokers Holding, Inc. (GHI). In February 1991, GHI and FBI entered into an asset purchase agreement, transferring FBI's assets to GHI. In that agreement, GHI expressly assumed liability for the Berardi actions and other pending compensation claims.
In August 1992, before the Berardi judgments were satisfied, FBI and GHI became the subjects of involuntary bankruptcy proceedings. Appellants filed a proof of claim in the bankruptcy proceedings and then instituted this action, seeking to impose liability on the MMAR defendants for the unsatisfied Berardi judgments, which exceeded $50,000. Although a settlement agreement between the MMAR defendants and the trustee in bankruptcy incorporated the veil-piercing/alter-ego claims of GHI creditors for res judicata purposes, appellants contend that the MMAR defendants are liable for the balance of the Berardi judgments under the single employer doctrine.
I. Standard of Review
We review de novo the dismissal of a complaint under Fed.R.Civ.P. 12(b)(6). Austern v. Chicago Bd. Options Exch., 898 F.2d 882, 885 (2d Cir.), cert. denied, 498 U.S. 850, 111 S.Ct. 141, 112 L.Ed.2d 107 (1990). Under this rule we must construe the complaint in the light most favorable to the plaintiff, Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 1686, 40 L.Ed.2d 90 (1974), and
Page 404
accept the allegations of the complaint as true. Dismissal of the complaint is proper only where "it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 101-02, 2 L.Ed.2d 80 (1957).II. The Single Employer Doctrine
The parties agreed at oral argument that New York law governs the question of whether the single employer doctrine applies in this case. See Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78, 58 S.Ct. 817, 822, 82 L.Ed. 1188 (1938). However, because there is no New York authority on the issue before us, we must attempt to deduce what New York's highest court would decide. Cunninghame v. Equitable Life Assurance Soc'y of the United States, 652 F.2d 306, 308 (2d Cir.1981) (per curiam). We conclude that the New York Court of Appeals would look to federal precedent, where the single employer doctrine originated, and would rule that the single employer doctrine does not apply in this case.
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Carner v. Mgs <abb>—</abb> 576 5TH Ave. Inc., 93 Civ. 8259(CBM).
...separate, related entity, except under extraordinary circumstances, commonly referred to as piercing the corporate veil. Murray v. Miner, 74 F.3d 402, 404 (2d Cir.1996). Similarly, only under extraordinary circumstances are employees of one entity treated as employees of a related entity. I......
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Hart v. Rick's Cabaret Int'l, Inc., 09 Civ. 3043(PAE).
...common ownership.” Chen v. TYT E. Corp., No. 10 Civ. 5288(PAC), 2012 WL 5871617, at *3 (S.D.N.Y. Mar. 21, 2012) (quoting Murray v. Miner, 74 F.3d 402, 404 (2d Cir.1996)). The Court declines to do so. It appears that only one judge in this District has applied the integrated enterprise test ......
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Carner v. Mgs-576 5TH Ave. Inc., 93 Civ. 8259(CBM).
...separate, related entity, except under extraordinary circumstances, commonly referred to as piercing the corporate veil. Murray v. Miner, 74 F.3d 402, 404 (2d Cir.1996). Similarly, only under extraordinary circumstances are employees of one entity treated as employees of a related entity. I......
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Turley v. Isg Lackawanna, Inc., Docket No. 13–561.
...as a general matter, the law “allows a corporation to organize so as to isolate liabilities among separate entities.” Murray v. Miner, 74 F.3d 402, 404 (2d Cir.1996). Nonetheless: there is an equally fundamental principle of corporate law, applicable to the parent-subsidiary relationship as......
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Pleading
...liability for labor infractions where two nominally independent entities do not act under an arm’s length relationship.” Murray v. Miner , 74 F.3d 402, 405 (2d Cir. 1996 (citations omitted.). In any event, a majority of the courts of appeal have adopted the “integrated enterprise” test. See......