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Sentry Insurance v. Brand Management Inc.

Citation: 120 F. Supp. 3d 277Docket: Nos. 10-CV-0347 (ENV)(RLM), 11-CV-3966 (ENV)(RLM)

Court: District Court, E.D. New York; August 13, 2015; Federal District Court

Narrative Opinion Summary

In this case, Sentry Insurance pursued legal action against Brand Management, Inc., Budget Services, Inc., and Hershel Weber, alleging breach of contract, among other claims. The litigation arose from two workers’ compensation and employer’s liability insurance policies obtained by Budget and Brand from Sentry. These policies required reimbursement for costs not covered by the deductible, which Brand and Budget failed to pay, leading Sentry to sue for breach of contract. The case involved complex procedural history, including a mistrial due to Brand's bankruptcy filing and subsequent consolidation of related lawsuits. Sentry moved for partial summary judgment on its breach of contract and alter ego claims, asserting that Weber, who controlled multiple related entities, should be held personally liable. The court agreed, finding that Weber's control over Brand and Budget justified piercing the corporate veil, as evidenced by inadequate capitalization and mismanagement to evade liabilities. Consequently, the court granted Sentry's motion for partial summary judgment, holding Weber liable under the alter ego doctrine, while denying the defendants' cross-motion. The court ordered preparation for trial on remaining issues while denying Sentry's requests for attorney's fees and a default judgment. This decision underscores the legal accountability of individuals who exploit corporate structures to avoid obligations.

Legal Issues Addressed

Alter Ego Liability

Application: Weber was held personally liable for the obligations of Brand and Budget due to his complete control over the entities, lack of corporate formalities, and undercapitalization, justifying the piercing of the corporate veil.

Reasoning: The matter of Weber's personal liability for Brand and Budget's breaches is contentious. Sentry argues that Weber exercised complete control over these entities, treating them as his alter egos, supported by evidence of a lack of corporate formalities, inadequate capitalization, and manipulation of funds to shield Brand from judgment.

Breach of Contract under Insurance Agreements

Application: The court found Brand and Budget breached their contractual obligations to Sentry under the insurance agreements by failing to pay premiums and reimburse costs as agreed.

Reasoning: The court determined that Brand and Budget breached their contract with Sentry and that Weber is legally liable as their alter ego.

Piercing the Corporate Veil under New York Law

Application: The court concluded that piercing the corporate veil was appropriate given Weber's domination over the entities, leading to fraud or wrongful acts causing injury to Sentry.

Reasoning: To pierce the corporate veil under New York law, a party must demonstrate that the alleged alter ego exercised complete domination over the corporation concerning the transaction in question and that this domination resulted in a fraud or wrongful act causing injury to the party.

Summary Judgment Standard

Application: Sentry's motion for partial summary judgment was granted as there was no genuine dispute of material fact regarding the breach of contract claims against Brand and Budget.

Reasoning: With no dispute over the existence of the contracts, Sentry’s performance, or the breach, its motion for partial summary judgment against Brand and Budget is granted, leaving damages as the sole unresolved issue.