Brunswick Corp. v. Waxman, 599 F.2d 34 (2d Cir. 1979). · Go Syfert
Brunswick Corp. v. Waxman, 599 F.2d 34 (2d Cir. 1979). Cases Citing This Book View Copy Cite
Quick Summary

The fundamental purpose of piercing the corporate veil is to reach an equitable result, regardless of technical verbiage regarding control or agency.

A creditor brought a diversity action to pierce the corporate veil of a no-asset corporation to hold its officers personally liable for contract deficiencies. The corporation was created solely to hold title to equipment, and the officers operated the business through separate partnerships while using a central bank account for payments. The court considered whether the corporate entity should be disregarded to reach the individuals. Applying New York law, the court determined that the core purpose of piercing the veil is to reach an equitable result. Because the creditor knowingly contracted with a dummy corporation created to limit personal liability, the court declined to pierce the veil.

112 citation events (30 in the last 25 years) across 20 distinct courts.
Treatment trajectory · 1979 → 2026 · click a year to view as-of
1979 2002 2026
Cited for
At page 36 Piercing the corporate veil to achieve equitable result26 citing cases‘[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.’7 citing courts put it this way
  • Emerson Elec. Co. v. Holmes, No. 2:16-cv-01390, 2020 WL 4592808 (E.D.N.Y. Aug. 11, 2020).
    “the creation of the dummy corporation under these circumstances to eliminate personal responsibility should be respected.”
  • Presidio, Inc. v. People Driven Tech., Inc., 686 F. Supp. 3d 652 (S.D. Ohio 2023).published
    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)).
  • Global Gaming Philippines, LLC v. Razon, Jr., No. 1:21-cv-02655 (S.D.N.Y. Sept. 17, 2021).
    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…
  • Hannah Bros. v. OSK Mktg. & Commc'ns, Inc., 609 F. Supp. 2d 343 (S.D.N.Y. 2009).published
    See Secon, 855 F.2d at 413-14 ; Brunswick Corp. v. Waxman, 599 F.2d 34, 36 (2d Cir.1979).
  • Edith Libutti v. United States, 107 F.3d 110 (2d Cir. 1997).published
    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 liabil…
  • Bridgestone/firestone, Inc. v. Recovery Credit Servs., Inc., 98 F.3d 13 (2d Cir. 1996).published
    “that liability is imposed to reach an equitable result”
  • Keene Corp. v. Coleman (In re Keene Corp.), 164 B.R. 844 (Bankr. S.D.N.Y. 1994).published
    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…
  • Crabtree v. Tristar Auto. Grp., Inc., 776 F. Supp. 155 (S.D.N.Y. 1991).published
    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 individ…
  • BERGESEN Dy A/S v. Lindholm, 760 F. Supp. 976 (D. Conn. 1991).published
    (equitable considerations paramount)
  • Aries Ventures Ltd. v. Axa Fin. S.A., 729 F. Supp. 289 (S.D.N.Y. 1990).published 2 cites
    “accomplish justice or equity”
Show 16 more citing cases
At page 35 Facts establishing corporate veil piercing allegations14 citing casesCorp.) whereby the latter entity purchased bowling lanes and pinsetters. The individual defendants, Harry Waxman and the late Sydney Waxman, signed the…opening of page *35 (no citing court says what it cites this page for)
  • 138-77 Queens Blvd. LLC v. Silver, 682 F. Supp. 3d 271 (E.D.N.Y. 2023).published
    Dec. 27, 2002) (citing Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir. 1979) (citation omitted)).
  • Liberty Highrise Pvt. Ltd v. Praxis Energy Agents DMCC, 632 F. Supp. 3d 562 (S.D.N.Y. 2022).published
    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…
  • Tycoons Worldwide Grp. (Thailand) Pub. Co. v. JBL Supply Inc., 721 F. Supp. 2d 194 (S.D.N.Y. 2010).published
    See Bridge-stone Firestone, Inc., 98 F.3d at 18 ; Brunswick Corp. v. Waxman, 599 F.2d 34, 35-36 (2d Cir.1979).
  • Kittay v. Flutie New York Corp. (In re Flutie New York Corp.), 310 B.R. 31 (Bankr. S.D.N.Y. 2004).published
    Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
  • Weinreich v. Sandhaus, 850 F. Supp. 1169 (S.D.N.Y. 1994).published
    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.S…
  • Citicorp Int'l Trading Co. v. W. Oil & Refining Co., 790 F. Supp. 428 (S.D.N.Y. 1992).published
    Brunswick Corp. v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
  • Directors Guild of Am., Inc. v. Garrison Prods., Inc., 733 F. Supp. 755 (S.D.N.Y. 1990).published 2 cites
    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 C…
  • William Wrigley Jr. Co. v. Waters, 890 F.2d 594 (2d Cir. 1989).published
    Brunswick Corporation v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
  • David v. Glemby Co., 717 F. Supp. 162 (S.D.N.Y. 1989).published
    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 dom…
  • Green v. Bate Records, Inc. (In re 10th Avenue Record Distributors, Inc.), 97 B.R. 163 (S.D.N.Y. 1989).published
    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 t…
Show 4 more citing cases
  • Chittenden Trust Co. v. Sebert Lumber, Co. (In re Vermont Toy Works, Inc.), 82 B.R. 258 (Bankr. D. Vt. 1987).published 2 cites
    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 c…
  • A/s Domino Mobler v. Braverman, 669 F. Supp. 592 (S.D.N.Y. 1987).published
    Brunswick Corporation v. Waxman, 599 F.2d 34, 35 (2d Cir.1979).
  • Eisenberg v. Casale (In re Casale), 62 B.R. 889 (Bankr. E.D.N.Y. 1986).published
    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 be…
  • Cargill Inv. Servs., Inc. v. Cooperstein, 587 F. Supp. 13 (S.D.N.Y. 1984).published
    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…
Other citing cases7 with no pin cite or quoted language on record
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, 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)
No. 601, Docket 78-7485.
Court of Appeals for the Second Circuit.
May 21, 1979.
Published opinion
599 F.2d 34
1979 U.S. App. LEXIS 14534
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.
Mulligan.
Cited by 45 opinions  |  Published
MULLIGAN, Circuit Judge:

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[*35] 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.

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 Wax-mans 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 Wax-mans 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.

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.

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. [*36] 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).

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.

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.

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.

Affirmed.