Clipper Wonsild Tankers Holding A/S v. Biodiesel Ventures, LLC
851 F. Supp. 2d 504
S.D.N.Y.2012Background
- This admiralty action seeks declaratory relief and alter ego liability for an arbitration award issued in 2009 against Biodiesel Ventures.
- Biodiesel dissolved in 2009; plaintiffs have been unable to collect the award.
- Fulcrum and NBF were not parties to the July 2007 charter with Biodiesel.
- Plaintiffs seek to pierce the corporate veil to hold Fulcrum (and NBF) liable as Biodiesel’s alter ego.
- Fulcrum moved for summary judgment arguing Texas law governs and alter ego fails under that framework; plaintiffs oppose.
- The court held maritime jurisdiction applies and federal common law governs alter ego analysis; denied summary judgment, finding genuine factual disputes exist.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether maritime jurisdiction requires federal common law on alter ego. | Plaintiffs invoke admiralty jurisdiction and federal common law applies. | Fulcrum argues state law governs alter ego under diversity. | Federal common law governs alter ego analysis under maritime jurisdiction. |
| Whether federal common law supports piercing the corporate veil here. | Plaintiffs present multiple factors showing domination by Manalac and intercompany control. | Fulcrum contends no true domination; separate entities acted independently. | Genuine issues of material fact exist; veil piercing not conclusively shown. |
| Whether the merits of the alter ego claim are precluded by lack of controlling facts. | Disputed facts about overlapping personnel, shared addresses, and intermingling funds. | Record lacks sufficient evidence of domination. | Summary judgment denied due to factual disputes. |
| Should Texas law govern alter ego analysis in this admiralty case? | Plaintiffs rely on federal maritime law; town argues for Texas law. | Fulcrum promotes Texas state-law application. | Court applies federal common law; not bound to Texas law. |
Key Cases Cited
- Holborn Oil Trading Ltd. v. Interpetrol Bermuda Ltd., 774 F.Supp.2d 840 (S.D.N.Y. 2011) (alter ego factors; federal common law applied in admiralty veil piercing)
- MAG Portfolio Consultant, GMBH v. Merlin Biomed Group LLC, 268 F.3d 58 (2d Cir. 2001) (alter ego factors under New York law; comparable framework)
- Wajilam Exp. (Singapore) Pte. Ltd. v. ATL Shipping Ltd., 475 F.Supp.2d 275 (S.D.N.Y. 2006) (federal common law corporate-identity analysis in maritime context)
- Status Int’l S.A. v. M & D Maritime Ltd., 994 F.Supp. 182 (S.D.N.Y. 1998) (veil-piercing considerations in maritime-related matters)
- Passalacqua Builders, Inc. v. Resnick Developers South, Inc., 933 F.2d 131 (2d Cir. 1991) (domination and equity-based approach to piercing the veil)
- Camofi Master LDC v. College P’ship, Inc., 452 F.Supp.2d 462 (S.D.N.Y. 2006) (fact-specific, non-dispositive factors in alter ego analysis)
- Preston v. Frantz, 11 F.3d 357 (2d Cir. 1993) (admiralty context applying federal maritime law)