348 F. Supp. 3d 365
S.D. Ill.2018Background
- d'Amico Dry (Irish shipowner) obtained an English High Court judgment (June 19, 2009) against Primera Maritime (Liberian-incorporated) for breach of a Forward Freight Agreement; judgment plus costs = $1,794,334.93.
- d'Amico Dry sued in the S.D.N.Y. (admiralty) in 2009 to enforce the English Judgment; the Second Circuit held the court has subject-matter jurisdiction.
- The Coronis family (Nicholas, Paul, and relatives) controlled a network of Marshall Islands/Malta/Liberia companies (Primera, Primebulk, Bulknav, various shipowners and managers); companies shared officers, address (6 Roupel St., Kifissia, Greece), personnel, and intermingled funds.
- After the market collapse, assets and operations were shifted from Primera to Primebulk and related entities; transfers, guarantees, and netting arrangements diverted funds away from Primera.
- d'Amico Dry sought to hold Primera and a web of Coronis-controlled entities liable as alter egos and successors; some defendants appeared and litigated for years, while others (including Paul and Nicholas Coronis, Primera Ocean, J.P.C. Investments) did not appear and defaults were entered.
- After a bench trial the court found (based on documentary evidence and witness credibility) that the corporate forms were disregarded, Primera and the Coronis entities were alter egos, Primebulk was a successor-in-interest, and the English Judgment is enforceable against all defendants; interest and collection fees awarded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether appearing defendants can raise Daimler-based general jurisdiction defense | d'Amico: defendants forfeited/waived by extensive litigation participation and delay | Defs: Daimler/related precedents bar general jurisdiction; registration/compliance insufficient | Court: defendants forfeited the personal-jurisdiction defense by long delay and full participation; subject to jurisdiction |
| Whether nonappearing defendants can be defaulted / bound despite service issues | d'Amico: nonappearings are alter egos of Primera and thus jurisdiction and default are proper; appearing defendants' participation waives objections | Defs: some argue improper service (Hague) precludes default judgment | Held: Court has jurisdiction over nonappearings via alter-ego attribution and waiver; defaults entered |
| Whether to pierce corporate veil under federal maritime law (alter-ego) | d'Amico: extensive evidence of inadequate capitalization, commingling, overlapping officers, lack of corporate formalities, guarantees and intercompany transfers—justify veil piercing | Defs: entities are distinct; challenge scope and sufficiency of proof | Held: Court pierced veil; wide web of Coronis-controlled entities are alter egos and jointly liable for the English Judgment |
| Whether Primebulk is successor-in-interest to Primera | d'Amico: Primebulk took Primera’s business/assets without consideration and continued operations — mere continuation/de facto merger/fraud exception applies | Defs: Primebulk is a separate entity; no legal basis to impose successor liability | Held: Primebulk is a successor-in-interest (mere continuance); liable for Primera's obligations |
Key Cases Cited
- Daimler AG v. Bauman, 571 U.S. 117 (2014) (general-jurisdiction standard — corporation at home only in state of incorporation or principal place of business except in exceptional cases)
- Brown v. Lockheed Martin Corp., 814 F.3d 619 (2d Cir. 2016) (registration to do business does not confer general jurisdiction)
- Passalacqua Builders Inc. v. Resnick Dev. So., Inc., 933 F.2d 131 (2d Cir. 1991) (factors for alter-ego veil piercing under maritime/federal law)
- Kirno Hill Corp. v. Holt, 618 F.2d 982 (2d Cir. 1980) (piercing corporate veil in admiralty where corporation was dominated and used to transact another entity’s business)
- Kidder, Peabody & Co. v. Maxus Energy Corp., 925 F.2d 556 (2d Cir. 1991) (when corporate alter ego participates fully in proceedings, objections to service/personal jurisdiction may be waived)
- NYKCool A.B. v. Ecuadorian Line, Inc., [citation="562 F. App'x 45"] (2d Cir. 2014) (district-court veil-piercing decision aff’d; applied similar alter-ego analysis to web of related maritime entities)