Alkanani v. Aegis Defense Services, LLC, 976 F. Supp. 2d 1

The action seeks to hold Aegis LLC liable for a gunshot injury in Baghdad allegedly caused by an Aegis UK employee at a checkpoint.
Aegis UK is a British contractor; Aegis LLC is a Delaware 2006-incorporated subsidiary; at injury time, Aegis UK signed the contract with the U.S. government for security services in Iraq.
Aegis LLC did not exist at the time of the injury (May 2004); it was incorporated in 2006 and later performed work in the U.S. as an independent contractor for Aegis UK.
Aegis LLC entered into a Special Security Agreement with the Defense Security Service in 2008 requiring it to manage its own affairs to mitigate foreign ownership/control/influence.
Plaintiff argues three theories for liability: alter ego, successor liability, and agency; discovers issues were sought but discovery closed prior to ruling.
The Magistrate Judge recommended granting summary judgment for Aegis LLC, finding no basis to pierce corporate veil, no successor liability, and no agency relationship.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Alter ego viability between Aegis LLC and Aegis UK	Alleges unity of ownership/control and misuse of corporate form.	No unity of ownership/interest; separate entities with formalities observed.	Alter ego theory fails; no unity of interest.
Successor liability of Aegis LLC for Aegis UK's liabilities	Continuation/continuing entity theory may apply.	No asset sale or mere continuation; Aegis LLC is a new entity.	Continuation/successor liability inapplicable.
Agency liability between Aegis UK and Aegis LLC	Agency relationship could impose liability for principal's actions.	No consent/control; SSA limits control; Restatement principles prohibit liability of agents for principals.	Agency theory inapplicable; no principal-agent relationship.
Request for additional discovery	Discovery necessary to establish theories.	Discovery closed; ample time already provided; requests untimely.	Discovery denied.

Quinn v. Butz, 510 F.2d 743 (D.C. Cir. 1975) (corporations are separate entities unless veil pierced)
Shapiro, Lifschitz & Schram, P.C. v. R.E. Hazard, Jr., Ltd. P’ship, 90 F.Supp.2d 15 (D.D.C. 2000) (alter ego and piercing standards)
Labadie Coal Co. v. Black, 672 F.2d 92 (D.C.Cir. 1982) (time period for alter ego evaluation)
Mazza v. Verizon Wash. DC, Inc., 852 F.Supp.2d 28 (D.D.C. 2012) (factors for unity of ownership and control; veil piercing factors)
Tall v. Comcast of Potomac, LLC, 729 F.Supp.2d 342 (D.D.C. 2010) (shared executives alone not alter ego; need more)
United States v. Bestfoods, 524 U.S. 51 (1998) (parent-subsidiary directors can serve on boards; corporate form may be appropriate)
Jackson v. Loews Washington Cinemas, Inc., 944 A.2d 1088 (D.C. 2008) (alter ego standard and unity of interest indicators)
Flocco v. State Farm Mut. Auto. Ins. Co., 752 A.2d 147 (D.C. 2000) (alter ego/agency implications in limited contexts)
Bud Antle, Inc. v. Eastern Foods, Inc., 758 F.2d 1451 (11th Cir. 1985) (continuation/merger exceptions to successor liability)
Bingham v. Goldberg, Marchesano, Kohlman, Inc., 637 A.2d 81 (D.C. 1994) (continuation exception qualifications)
Estate of Raleigh v. Mitchell, 947 A.2d 464 (D.C. 2008) (multiple successor liability exceptions)
Vuitch v. Furr, 482 A.2d 811 (D.C. 1984) (veil piercing considerations in equity)