Accurso v. Infra-Red Services, Inc.
23 F. Supp. 3d 494
E.D. Pa.2014Background
- Plaintiff Peter Accurso contracted in 2004 with Infra-Red Services, Inc. (signed by Brian Land as President) providing for compensation culminating in vesting as a 50/50 partner upon satisfaction of conditions; Accurso alleges those conditions were met.
- Accurso claims Land later hired his significant other, Audrey Strein, and that Land and Strein formed Roofing Dynamics Group, LLC in 2011 without Accurso to divert income and force Accurso out, depriving him of his 50% share (~$800,000).
- Accurso was required to submit to polygraphs in 2008 and 2011; he alleges harassment (including comments about his Bell’s palsy) and that counsel terminated his employment in January 2012 based on allegedly false accusations of diverted business.
- Accurso’s amended complaint asserts breach of contract (Count II), breach of partnership agreement (Count III), civil conspiracy (Count VII), and other claims (EPPA, WPCL, unjust enrichment, IIED). Land and Strein moved for partial judgment on the pleadings as to Counts II, III, and VII.
- Defendants argue they cannot be personally liable for corporate contracts; Accurso contends Land voluntarily undertook obligations, participated in breaches, or the corporate veil should be pierced.
- At the 12(c) stage the court treats the complaint as true, may consider attached exhibits (including the Contract), and evaluates whether Accurso plausibly pleaded individual liability or viable veil-piercing allegations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Land personally bound by the 2004 Contract | Accurso says Land is named and acted as if personally bound, so he can be sued individually | Land signed only as corporate representative; contract binds Infra-Red, not Land individually | Court: Contract unambiguous; binds Infra-Red only; no individual liability on voluntary‑undertaking theory (dismissed) |
| Whether "participation theory" makes Land/Strein individually liable for contract breach | Accurso: their personal actions harmed him and participation theory applies | Defendants: participation theory applies to torts, not contract | Court: Participation theory inapplicable to contract claims; dismissed as futile |
| Whether veil‑piercing alleged sufficiently to impose individual liability | Accurso: corporations were thinly capitalized/used as pass‑throughs; discovery will show facts | Defendants: corporate form presumed; veil‑piercing is an exceptional, fact‑intensive showing not pleaded here | Court: Veil‑piercing allegations are conclusory; breach claims dismissed without prejudice to amend to plead specific facts supporting piercing |
| Whether civil conspiracy claim survives absent breach claims or intracorporate conspiracy doctrine bars it | Accurso: Land and Strein conspired for personal benefit to deprive him (and may have acted outside corporate roles) | Defendants: conspiracy depends on an underlying tort and agents of same entity cannot conspire | Court: Civil conspiracy may proceed for now because Accurso has an unchallenged IIED claim that can serve as a predicate and allegations plausibly suggest personal‑benefit conduct that could fall outside intracorporate‑conspiracy bar |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for pleadings)
- Ashcroft v. Iqbal, 556 U.S. 662 (legal conclusions insufficient; facts must support plausible claim)
- Wicks v. Milzoco Builders, 470 A.2d 86 (Pa. 1983) (corporate officer personally liable for participating in corporate torts)
- Viso v. Werner, 369 A.2d 1185 (Pa. 1977) (disclosed principal: strong presumption principal, not agent, is party to contract)
- Lumax Indus., Inc. v. Aultman, 669 A.2d 893 (Pa. 1995) (stringent veil‑piercing standards; exceptional remedy)
- Pearson v. Component Tech. Corp., 247 F.3d 471 (3d Cir. 2001) (alter ego/veil‑piercing factors)
- Beck v. Prupis, 529 U.S. 494 (civil conspiracy requires underlying tort)
- Halberstam v. Welch, 705 F.2d 472 (D.C. Cir.) (civil conspiracy as a means of establishing vicarious liability)