Brunswick Corp. v. Waxman, 599 F.2d 34 (2d Cir. 1979). · Go Syfert
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Brunswick Corp. v. Waxman, 599 F.2d 34 (2d Cir. 1979). Cases Citing This Book View Copy Cite
“the creation of the dummy corporation under these circumstances to eliminate personal responsibility should be respected.”
113 citation events (30 in the last 25 years) across 20 distinct courts.
Strongest positive: Emerson Electric Co. v. Holmes (nyed, 2020-08-11)
Treatment trajectory · 1979 → 2026 · click a year to view as-of
1979 2002 2026
Top citers, strongest first. 43 distinct citers. How cited ↗
discussed Cited as authority (quoted) Emerson Electric Co. v. Holmes
E.D.N.Y · 2020 · signal: see · quote attribution · 1 verbatim quote · confidence high
the creation of the dummy corporation under these circumstances to eliminate personal responsibility should be respected.
discussed Cited as authority (rule) Presidio, Inc. v. People Driven Technology, Inc.
S.D. Ohio · 2023 · confidence medium
Rather, courts should focus on “apply[ing] the . . . overarching principle ‘that liability is imposed to reach an equitable result.” Id. (quoting Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir. 1979)).
cited Cited as authority (rule) 138-77 Queens Blvd. LLC v. Silver
E.D.N.Y · 2023 · confidence medium
Dec. 27, 2002) (citing Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir. 1979) (citation omitted)).
discussed Cited as authority (rule) Liberty Highrise Pvt. Ltd v. Praxis Energy Agents DMCC
S.D.N.Y. · 2022 · confidence medium
A/S Domino Mobler v. Braverman, 669 F. Supp. 592, 594 (S.D.N.Y. 1987).1 Application of these factors to warrant finding an individual to be an alter ego of a corporate 1 As with determining whether corporate entities are alter egos, there is “no set rule as to how many of these factors must be present in order to pierce the corporate veil,” and the “general principle followed by the courts has been that liability is imposed when doing so would achieve an equitable result.” William Wrigley, 890 F.2d at 600– 01 (citing Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir. 1979)). entity …
discussed Cited as authority (rule) Global Gaming Philippines, LLC v. Razon, Jr.
S.D.N.Y. · 2021 · confidence medium
The trial court had determined that the plaintiff “knowingly entered into the conditional sales contracts involved in this litigation with a no-asset corporation which was created for the sole purpose of taking title to the equipment” the plaintiff sold; therefore, the Court of Appeals concluded that Plaintiff “knew or should be charged with the knowledge” that the individual defendants “wished to avoid personal liability and that the sole obligor on the sales contract was to be the corporate dummy created for that purpose.” Id. at 36.
cited Cited as authority (rule) Tycoons Worldwide Group (Thailand) Public Co. v. JBL Supply Inc.
S.D.N.Y. · 2010 · confidence medium
See Bridge-stone Firestone, Inc., 98 F.3d at 18 ; Brunswick Corp. v. Waxman, 599 F.2d 34, 35-36 (2d Cir.1979).
cited Cited as authority (rule) Hannah Bros. v. OSK Marketing & Communications, Inc.
S.D.N.Y. · 2009 · confidence medium
See Secon, 855 F.2d at 413-14 ; Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979).
cited Cited as authority (rule) Kittay v. Flutie New York Corp. (In Re Flutie New York Corp.)
Bankr. S.D.N.Y. · 2004 · confidence medium
Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
discussed Cited as authority (rule) Edith Libutti, Doing Business as Lion Crest Stable, a Sole Proprietorship v. United States
2d Cir. · 1997 · confidence medium
In either event, “we must avoid an over-rigid ‘preoccupation with questions of structure,”’ id. (quoting William Wrigley Jr. Co. v. Waters, 890 F.2d 594, 601 (2d Cir.1989)), and “apply the preexisting and overarching principle ‘that liability is imposed to reach an equitable result.’” Id. (quoting Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979)).
discussed Cited as authority (rule) Bridgestone/firestone, Inc. v. Recovery Credit Services, Inc., Revenue Recovery, Inc. And George Beladino
2d Cir. · 1996 · confidence medium
Thus, although there is no mechanical rule as to how many and to what degree the factors outlined in Wrigley must be present to pierce the corporate veil, the courts apply the preexisting and overarching principle “that liability is imposed to reach an equitable result.” Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979) (citation and internal quotation marks omitted).
discussed Cited as authority (rule) Weinreich v. Sandhaus
S.D.N.Y. · 1994 · confidence medium
Corp. v. Murphree, 632 F.2d 413, 422 (5th Cir.1980)). 17 Ultimately, “the general principle followed by the courts has been that liability is imposed when doing so would achieve an equitable result.” AJS Domino Mobler v. Braverman, 669 F.Supp. 592, 594 (S.D.N.Y.1987) (citing Brunswick Corp., 599 F.2d at 35).
discussed Cited as authority (rule) Keene Corp. v. Coleman (In Re Keene Corp.)
Bankr. S.D.N.Y. · 1994 · confidence medium
Trust Co., 297 N.Y. 285, 292 , 79 N.E.2d 249, 252 (1948)); accord William Wrigley Co. Jr. v. Waters, 890 F.2d at 601 (quoting A/S Domino Mobles v. Braverman, 669 F.Supp. 592, 594 (S.D.N.Y.1987)); Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979).
cited Cited as authority (rule) Citicorp International Trading Co. v. Western Oil & Refining Co.
S.D.N.Y. · 1992 · confidence medium
Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
discussed Cited as authority (rule) Crabtree v. Tristar Automotive Group, Inc.
S.D.N.Y. · 1991 · confidence medium
Without facts to suggest that the equitable remedy of ignoring the corporate form is required, see Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979), justice demands that the breach of contract claim be dismissed against the individual defendants.
discussed Cited as authority (rule) BERGESEN Dy A/S v. Lindholm
D. Conn. · 1991 · confidence medium
Also see Connecticut Co. v. New York, N.H. & H.R.R., 94 Conn. 13, 27 , 107 A. 646 (1919) (veil pierced where “the interests of justice and righteous dealing so demand.”); Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979) (equitable considerations paramount).
discussed Cited as authority (rule) Directors Guild of America, Inc. v. Garrison Productions, Inc. (2×) also: Cited "see"
S.D.N.Y. · 1990 · confidence medium
Finally, the court is to be guided by the general principle that “liability is imposed when doing so would achieve an equitable result.” Id., 890 F.2d at 601 , quoting A/S Domino Mobler v. Braverman, 669 F.Supp. at 594 , citing Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
discussed Cited as authority (rule) Aries Ventures Ltd. v. Axa Finance S.A. (2×) also: Cited "see, e.g."
S.D.N.Y. · 1990 · confidence medium
The rule that allows courts to disregard the corporate form and pierce the corporate veil is not applied unless it would “accomplish justice or equity.” Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979). 1.
cited Cited as authority (rule) William Wrigley Jr. Co. v. Waters
2d Cir. · 1989 · confidence medium
Brunswick Corporation v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
discussed Cited as authority (rule) David v. Glemby Co., Inc.
S.D.N.Y. · 1989 · confidence medium
Other decisions have explicitly held that domination leading to “a dishonest and unjust act in contravention of plaintiff’s legal rights” is sufficient, Gorrill v. Icelandair/Flugleidir, 761 F.2d at 853 , that breach of a contract by a dominated subsidiary is an adequate wrong to justify piercing the veil, Data Probe, Inc. v. 575 Computer Services, Inc., 72 Misc.2d 602 , 340 N.Y.S.2d 56, 62 (Civ.Ct., N.Y.Cty.1972), or that the domination need not be causally connected to fraud or a wrong, Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir.1979) (“[W]e are dubious *167 that ... the plai…
discussed Cited as authority (rule) Green v. Bate Records, Inc. (In Re 10th Avenue Record Distributors, Inc.)
S.D.N.Y. · 1989 · confidence medium
Other decisions outside the bankruptcy context make it clear that no absolute bar exists under New York law regarding the maintenance of an alter ego cause of action, see Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir.1979), and that the particular dealings of the corporation and the specific factual context are critical in determining whether piercing the corporate veil is an appropriate remedy.
discussed Cited as authority (rule) Oriental Commercial & Shipping Co. v. Rosseel, N.V.
S.D.N.Y. · 1988 · confidence medium
“What the [alter ego] formula comes down to, once shorn of verbiage about control, instrumentality, agency and corporate entity, is that liability is imposed to reach an equitable result.” Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979) (quoting Latty, Subsidiaries and Affliated Corporations 191 (1936)).
discussed Cited as authority (rule) Chittenden Trust Co. v. Sebert Lumber, Co. (In Re Vermont Toy Works, Inc.) (2×)
Bankr. D. Vt. · 1987 · confidence medium
Brunswick Corp. v. Waxman, supra, 459 F.Supp. at 1229 (E.D.N.Y.1978), (citation omitted), aff’d 599 F.2d 34 (2d Cir.1979) (New York law in the area of piercing the corporate veil and the disregard of the corporate fiction “[i]s hardly as clear as a mountain lake in springtime,” Id. 599 F.2d at 35, and cited with approval, Cary, Corporations 110 (4th ed. 1969) that: “[n]o concept of separate corporate personality will suffice to solve an actual problem.” Id. 599 F.2d at 36.
discussed Cited as authority (rule) 18 Collier bankr.cas.2d 84, Bankr. L. Rep. P 72,009 Koch Refining, Koch Fuels, Conoco, Inc., Mobil Oil Corporation, Chevron U.S.A. Inc., Tosco Corporation, Tenneco Oil Company, Moore-Mccormick Petroleum, Gulf States Oil & Refining, Texaco, Inc., and Getty Refining and Marketing Company v. Farmers Union Central Exchange, Inc., Farmers Petroleum Cooperative, Inc., Fcx, Inc., Landmark, Inc., Land O'lakes, Inc., Midland Cooperatives, Incorporated, Mfa Oil Company, and Tennessee Farmers Cooperative
7th Cir. · 1987 · confidence medium
Despite certain differences in the factors required, "[w]hat the formula comes down to, once shorn of verbiage about control, instrumentality, agency and corporate entity, is that liability is imposed to reach an equitable result." Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979).
discussed Cited as authority (rule) Koch Refining v. Farmers Union Central Exchange, Inc.
7th Cir. · 1987 · confidence medium
Despite certain differences in the factors required, “[w]hat the formula comes down to, once shorn of verbiage about control, instrumentality, agency and corporate entity, is that liability is imposed to reach an equitable result.” Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979).
cited Cited as authority (rule) A/S DOMINO MOBLER v. Braverman
S.D.N.Y. · 1987 · confidence medium
Brunswick Corporation v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
discussed Cited as authority (rule) De Rosa v. N.P.S.I., Inc. (In Re F & S Central Manufacturing Corp.)
Bankr. E.D.N.Y. · 1987 · confidence medium
The court in Brunswick, quoting Latty, Subsidiaries and Affiliated Corporations 191 (1936), cogently stated: “What the formula comes down to, once shorn of verbiage about control, instrumentality, agency and corporate entity, is that liability is imposed to reach an equitable result.” Brunswick Corp. v. Waxman, 599 F.2d at 36 (2d Cir.1979).
discussed Cited as authority (rule) Eisenberg v. Casale (In Re Casale)
Bankr. E.D.N.Y. · 1986 · confidence medium
However, while the basic doctrine is well settled, the law in this area, as the Court of Appeals noted in Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir.1979), referring to the New York authorities, but with equal justice could have been speaking of Federal law, “is hardly as clear as a mountain lake in springtime”.
discussed Cited as authority (rule) Cargill Investor Services, Inc. v. Cooperstein
S.D.N.Y. · 1984 · confidence medium
Hughes Mulligan in Brunswick Corp. v. Waxman, 599 F.2d 34, 35-36 (2d Cir.1979): Although we are persuaded that the district judge reached the proper result here in dismissing the complaint, we cannot subscribe entirely to his views on the law of New York in the field of “piercing the corporate veil” and the disregard of the corporate fiction.
discussed Cited as authority (rule) Ope Shipping, Ltd. And El Porvenir Shipping Company, Inc. v. Allstate Insurance Company, Inc., United States Fidelity & Guaranty Companies, Inc., Various British Underwriters and Underwriters at Lloyds, Vador Shipping, Ltd., and Cia. De Navegacion La Libertad, S.A. v. Allstate Insurance Company, Inc., United States Fidelity & Guaranty Companies, Inc., Various British Underwriters and Underwriters at Lloyds, Agua Shipping, Ltd., and Cia. De Navegacion Corinto, S.A. v. Allstate Insurance Company, Inc., United States Fidelity & Guaranty Companies, Inc., Various British Underwriters and Underwriters at Lloyds, Duras Shipping, Ltd., and Nicaraguense, S.A. v. Allstate Insurance Company, Inc., United States Fidelity & Guaranty Companies, Inc., Various British Underwriters and Underwriters at Lloyds
2d Cir. · 1982 · confidence medium
Lehigh Valley Industries, Inc. v. Birenbaum, supra, 527 F.2d at 94-95 ; Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir. 1979); Hellenic Lines Ltd. v. Winkler, 249 F.Supp. 771, 777-78 (S.D.N.Y.1966).
discussed Cited as authority (rule) Ope Shipping, Ltd. v. Allstate Insurance
2d Cir. · 1982 · confidence medium
Lehigh Valley Industries, Inc. v. Birenbaum, supra, 527 F.2d at 94-95 ; Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir. 1979); Hellenic Lines Ltd. v. Winkler, 249 F.Supp. 771, 777-78 (S.D.N.Y.1966).
discussed Cited as authority (rule) Matter of Typhoon Industries, Inc. (2×) also: Cited "see"
Bankr. E.D.N.Y. · 1980 · confidence medium
The second circuit has echoed the remarks of a leading commentator in this regard: “ ‘No concept of separate corporate personality will suffice to solve an actual problem’ ... ‘What the formula comes down to, once shorn of verbiage about control, instrumentality, agency and corporate entity, is that liability is imposed to reach an equitable result.’ ” Id. at 36 (citations omitted).
cited Cited as authority (rule) Kirno Hill Corp. v. Holt
S.D.N.Y. · 1979 · confidence medium
Brunswick Corporation v. Harry Waxman, et al., 599 F.2d 34, at 36 (2d Cir. 1979). .
discussed Cited "see" American Federated Title Corp. v. GFI Management Services, Inc.
S.D.N.Y. · 2015 · signal: see · confidence high
See Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979) (“ ‘What the formula comes down to, once shorn of verbiage ... is that liability is imposed to reach an equitable result.’ ”) (quoting Elvin R.
discussed Cited "see" Ng v. Adler (In re Adler) (2×)
Bankr. E.D.N.Y. · 2012 · signal: see · confidence high
See Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979) (finding that plaintiff knew or should have known that the corporation’s principal intended to avoid personal liability).
discussed Cited "see" Atateks Foreign Trade, Ltd. v. Private Label Sourcing, LLC
2d Cir. · 2010 · signal: accord · confidence high
State Dep’t of Taxation & Fin., 82 N.Y.2d 135, 140 , 603 N.Y.S.2d 807, 810 , 623 N.E.2d 1157 (1993) (internal quotation marks omitted); accord Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979).
cited Cited "see" Northern Tankers (Cyprus) Ltd. v. Backstrom
D. Conn. · 1997 · signal: see · confidence high
See Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979).
cited Cited "see" J. Baranello & Sons, Inc. v. Baharestani (In Re J. Baranello & Sons, Inc.)
Bankr. E.D.N.Y. · 1992 · signal: see · confidence high
Id., 18 N.Y.2d at 420 , 276 N.Y.S.2d 585 , 223 N.E.2d 6 ; see Brunswick Corp. v. Waxman, 459 *28 F.Supp. 1222, 1231 (E.D.N.Y.1978) (identical quotation), aff’d, 599 F.2d 34 (2d Cir.1979).
cited Cited "see" L. Metcalfe Walling, Appellee-Cross-Appellant v. Richard A. Holman, Mary Holman, Wall Street Reports and Intelligence Bulletin, Inc., Richard A. Holman, Wall Street Reports and Intelligence Bulletin, Inc., Appellants-Cross-Appellees. L. Metcalfe Walling v. Richard A. Holman, Wall Street Reports and Intelligence Bulletin, Inc., Mary Holman
2d Cir. · 1988 · signal: see · confidence high
See Brunswick Corp. v. Waxman, 459 F.Supp. 1222, 1230 (E.D.N.Y.1978), aff'd, 599 F.2d 34 (2d Cir.1979).
cited Cited "see" Walling v. Holman
2d Cir. · 1988 · signal: see · confidence high
See Brunswick Corp. v. Waxman, 459 F.Supp. 1222, 1230 (E.D.N.Y.1978), aff'd, 599 F.2d 34 (2d Cir.1979).
discussed Cited "see" United States v. Cohn
S.D.N.Y. · 1988 · signal: see · confidence high
See Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979) (“ ‘[n]o concept of separate corporate personality will suffice to solve an actual problem’.... ‘What the formula comes down to, once shorn of verbiage about control, instrumentality, agency and corporate entity, is that liability is imposed to' reach an equitable result.’ ”) (quoting Cary, Corporations, (4th ed. 1969) at 110 and Latty, Subsidiaries and Affiliated Corporations, (1936) at 191).
discussed Cited "see" Bast v. Orange Meat Packing Co. (In Re G & L Packing Co.) (2×)
Bankr. N.D.N.Y. · 1982 · signal: see · confidence high
See Brunswick Corporation v. Waxman, 459 F.Supp. 1222, 1229 (E.D.N.Y.1978), aff’d, 599 F.2d 34 (2d Cir. 1979).
discussed Cited "see, e.g." Carte Blanche (Singapore) PTE., Ltd. v. Diners Club International, Inc.
S.D.N.Y. · 1991 · signal: see, e.g. · confidence low
Such a rule is applied only in cases in which the claimant knowingly contracted with an assetless shell; see, e.g., Brunswick Corp. v. Waxman, 599 F.2d 34 (2d Cir.1979), or when a party has explicitly requested and been refused a guarantee by one corporation of the obligation of another.
discussed Cited "see, e.g." Minpeco, S.A. v. Hunt
S.D.N.Y. · 1988 · signal: see also · confidence low
This decision will not separately address the argument raised by ACLI International Commodity Services, Inc. in its Additional Memorandum of Defendant ACLI International Commodity Services, Inc., In Opposition to Minpeco’s Summary judgment Motion on the Single Entity Theory at 1-2, that "quite apart from traditional standards for disregarding the corporate form, profits and losses must be offset here because Minpeco and the government-owned mining companies were operating units of a single tripartite enterprise headed by the government, and for which Minpeco (whether regarded or not regarded…
Retrieving the full opinion text from the archive…
Brunswick Corporation
v.
Harry Waxman and Evelyn Waxman, Harry Waxman, Benne Katz, Martin C. Barrell, as Executors of the Estate of Sydney W. Waxman, Deceased, Said Harry Waxman and Sydney W. Waxman, Being Sued Individually and as Co-Partners Doing Business as Turnpike Lanes, Pike Lanes, Inc., and Waxman Construction Corp., and Jack Verschleiser, as Guardian Ad Litem of Harry Waxman, in Said Representative Capacity Only, (Two Cases)
601.
Court of Appeals for the Second Circuit.
May 21, 1979.
599 F.2d 34
Cited by 4 opinions  |  Published
1 passage pin-cited by 1 case
Pinpoint authority: bottom 79%
Citer courts: E.D. New York (1)

599 F.2d 34

BRUNSWICK CORPORATION, Plaintiff-Appellant,
v.
Harry WAXMAN and Evelyn Waxman, Harry Waxman, Benne Katz,
Martin C. Barrell, as Executors of the Estate of Sydney W.
Waxman, Deceased, said Harry Waxman and Sydney W. Waxman,
being sued individually and as co-partners doing business as
Turnpike Lanes, Pike Lanes, Inc., and Waxman Construction
Corp., and Jack Verschleiser, as guardian ad litem of
Defendant Harry Waxman, in said representative capacity
only, Defendants-Appellees (two cases).

No. 601, Docket 78-7485.

United States Court of Appeals,
Second Circuit.

Argued April 5, 1979.
Decided May 21, 1979.

Frederick Newman, New York City (Blumberg, Singer, Ross, Gottesman & Gordon, Alfred K. Kestenbaum, Betsy F. Woolf, New York City, of counsel), for plaintiff-appellant.

Daniel Eisenberg, New York City (Moses & Singer, Eugene I. Farber, Theodore S. Green, New York City, of counsel), for defendants-appellees.

Before MULLIGAN, TIMBERS and VAN GRAAFEILAND, Circuit Judges.

MULLIGAN, Circuit Judge:

[*~34]1

Brunswick Corporation (Brunswick) appeals from an order and judgment of the Hon. John R. Bartels, United States District Court for the Eastern District of New York, dismissing the complaint and entering judgment for the defendants after a trial without a jury. Brunswick brought this diversity action against the individual defendants seeking over a million dollars in damages. This amount represents the deficiency due under conditional sales contracts entered into between Brunswick and the Waxman Construction Corporation (Construction Corp.) whereby the latter entity purchased bowling lanes and pinsetters. The individual defendants, Harry Waxman and the late Sydney Waxman, signed the contracts as president and secretary of the Construction Corp. The theory of the plaintiff is that the corporate veil of the Construction Corp. should be pierced and the Waxmans held personally liable for the deficiency.

2

The fact findings of the trial court indicate that in August 1960, the Waxmans formed the Construction Corp. as a no-asset New York corporation to act as signatory and obligor on a series of conditional sales agreements for the purchase of bowling equipment to be operated in five new bowling alleys. The five alleys and the Brunswick equipment were operated by the Waxmans through five separate partnerships, which owned the non-Brunswick equipment and fixtures in the alleys. The Waxmans owned or leased the real property on which the bowling alleys were located, but charged the Construction Corp. no rent for the use of the premises. Nor did the Waxmans pay rent to the Construction Corp. for the use of the bowling equipment. In addition, the Waxmans owned in their individual or partnership capacities all the licenses and permits necessary to operate the alleys. Proceeds from the daily operation of the businesses were deposited in individual bowling alley accounts and later transferred into a central Waxman enterprises bank account from which funds were withdrawn to meet the necessary operating expenses of the alleys. It was from this central bank account that amounts due on the sales contracts with Brunswick were withdrawn and deposited in the Construction Corp. account. The court below found that the Construction Corp.'s sole corporate activity was the transfer of funds into and out of its bank account for the purpose of meeting the installment payments under the Brunswick contracts. The Construction Corp. held no stockholders' or directors' meetings, adopted no bylaws, and issued no stock. While it filed federal and New York State income tax returns, none of these returns showed any income, nor did any report the Brunswick equipment as corporate assets.

3

Due to a general decline in the bowling industry, the Construction Corp. was unable to meet its payment obligations under the sales contracts. Pursuant to a 1963 extension agreement, title to the Brunswick equipment was transferred from Construction Corp. to five new corporations, which were also to receive an additional $375,000 in non-Brunswick assets. However, the Waxmans never transferred the additional assets to the five corporations. In addition, these newly formed corporations were as inactive as the Construction Corp. had been. By late 1965, two of the five corporations, Bruckner Lanes, Inc. and Pike Lanes, Inc., were in default. In 1966, Brunswick repossessed its equipment held by Bruckner Lanes and sold it at a substantial deficiency. Although an extension agreement was reached with Pike Lanes in 1966, that corporation continued in substantial default and its equipment was also repossessed and sold by Brunswick at a substantial deficiency.

4

Although we are persuaded that the district judge reached the proper result here in dismissing the complaint, we cannot subscribe entirely to his views on the law of New York in the field of "piercing the corporate veil" and the disregard of the corporate fiction. New York law in this area is hardly as clear as a mountain lake in springtime. Since Professor Wormser's initial discussion of the topic in Piercing the Veil of Corporate Entity, 12 Colum.L.Rev. 496 (1912), there have been scores of articles and hundreds of cases discussing the problem, advancing and espousing various theories. See Cary, Corporations 109-49 (4th ed. 1969) (hereinafter cited as "Cary"). In particular we are dubious that, as suggested by the district court, the plaintiff need establish that the Waxmans committed a fraud on Brunswick and that there be a causal connection between the fact that the Waxmans conducted business individually and the contract losses suffered by Brunswick. See, e. g., Port Chester Electrical Construction Corp. v. Atlas, 40 N.Y.2d 652, 656-57, 389 N.Y.S.2d 327, 330-31, 357 N.E.2d 983, 986-87 (1976); Walkovszky v. Carlton, 18 N.Y.2d 414, 421, 276 N.Y.S.2d 585, 590-91, 223 N.E.2d 6, 10 (1966). We are rather inclined to agree with Professor Cary that "(n)o concept of separate corporate personality will suffice to solve an actual problem." Cary, Supra, at 110. "What the formula comes down to, once shorn of verbiage about control, instrumentality, agency and corporate entity, is that liability is imposed to reach an equitable result." Latty, Subsidiaries and Affiliated Corporations 191 (1936).

5

Eschewing conceptualism in this diversity case, where isolated rules in a variety of cases require a factual analysis of each, we believe that Judge Bartels' findings of fact which are supported by the transcript dictate the result reached.

6

The district judge who tried the case found that Brunswick had knowingly entered into the conditional sales contracts involved in this litigation with a no-asset corporation which was created for the sole purpose of taking title to the equipment which Brunswick sold. Brunswick knew or should be charged with the knowledge that the Waxmans wished to avoid personal liability and that the sole obligor on the sales contract was to be the corporate dummy created for that purpose. Further Brunswick investigated to determine whether the alleys themselves were likely to generate revenues sufficient to make the payments for the equipment purchased by the Construction Corp. Thus, Brunswick was aware or should have known that the dummy corporation was created for the limited purpose of purchase, that the property and buildings in which the equipment was to be installed were owned by the Waxmans in their individual capacities, and that the Waxmans would personally conduct the bowling alley business.

[*34]7

Under these circumstances Brunswick obtained precisely what it bargained for, and it did not bargain for or contemplate the individual liability of the Waxmans which it now seeks to enforce. To pierce the corporate veil here would not in our view accomplish justice or equity but would in fact thwart that end. We therefore refuse to disregard the corporate entity in this case. The creation of the dummy corporation under these circumstances to eliminate personal responsibility should be respected.

[*~35]8

Affirmed.