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CONCLUSORY AND SPECULATIVE ALLEGATIONS WILL NOT SUPPORT PIERCING THE CORPORATE VEIL (SECOND DEPT).

The Second Department, reversing Supreme Court, determined the plaintiffs’ motion to amend the complaint to “pierce the corporate veil” should not have been granted: The allegations in the proposed amended complaint were “conclusory” rather than fact-based:

“‘Broadly speaking, the courts will disregard the corporate form, or, to use accepted terminology, “pierce the corporate veil,” whenever necessary “to prevent fraud or to achieve equity”‘” … . “‘Generally, a plaintiff seeking to pierce the corporate veil must show that (1) the owners exercised complete domination of the corporation in respect to the transaction attacked; and (2) that such domination was used to commit a fraud or wrong against the plaintiff which resulted in plaintiff’s injury'” … . The mere contention that a corporation was completely dominated by its owners or conclusory assertions that a corporation acted as the owners’ “alter ego,” without more, will not suffice to support the equitable relief of piercing the corporate veil … . “Factors to be considered in determining whether the owner has ‘abused the privilege of doing business in the corporate form’ include whether there was a ‘failure to adhere to corporate formalities, inadequate capitalization, commingling of assets, and use of corporate funds for personal use'” … . Moreover, even under the liberal standards of CPLR 3025(b), the proposed amended complaint must still sufficiently allege the material elements of the cause of action asserted … .

Here, the proposed amended complaint contains only conclusory allegations that the Berkovics [the principals of defendant corporation] breached a settlement agreement, thereby acting in bad faith and in furtherance of their own interests, and that the Berkovics exercised complete domination over the defendant in the transaction at issue and, in doing so, abused the privilege of doing business in the corporate form. The proposed amended complaint fails to assert that the Berkovics acted other than in their alleged capacity as the principals of the defendant or that they failed to respect the separate legal existence of the defendant. Thus, the proposed cause of action seeking to pierce the corporate veil was palpably insufficient and patently devoid of merit as it was speculative and conclusory … . Anderson v ML Real Estate Holdings, LLC, 2025 NY Slip Op 05931, Second Dept 10-29-25

Practice Point: Consult this decision for insight in the the nature of the allegations required to “pierce to corporate” veil. The allegations must be fact-based. Conclusory or speculative allegations will not suffice.

 

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