Kraft Power Corp. v. Merrill
464 Mass. 145
| Mass. | 2013Background
- Kraft seeks to hold Marino’s estate liable under a theory of corporate disregard for Power Wiring’s obligations to Kraft.
- Power Wiring was insolvent when Kraft contracted to sell generators; Marino controlled Power Wiring and later transferred assets to Integrated to hinder Kraft.
- A default judgment against Power Wiring for breach of contract was entered for $259,417.47 after Power Wiring failed to pay Kraft.
- Marino died in 2007; Kraft pursued claims against Merrill as executrix of the estate and Integrated, asserting breach of contract, UFTA, 93A, unjust enrichment, and fraud.
- The trial court dismissed all claims against the estate, ruling survivability did not extend to posts death actions premised on piercing the corporate veil.
- This appeal focuses on whether Kraft can pierce the corporate veil and whether the underlying contractual claims survive Marino’s death.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Do breach of contract claims survive death when grounded in contract? | Kraft: underlying contract supports survival via common-law contract survival. | Power Wiring/Marino: survival may not extend via corporate disregard. | Yes; contract-based claims survive. |
| Does a UFTA claim premised on a contractual right to payment survive Marino’s death? | Kraft: underlying contractual claim allows UFTA relief to survive. | Defense: no survival absent an independently viable claim. | Yes; UFTA claim survives where underlying claim is contractual. |
| Does Kraft’s G. L. c. 93A claim survive after death, and can it seek multiple damages? | Kraft: 93A claim is contractual and survives; multiple damages may apply if warranted. | Estate: multiple damages cannot be awarded after death; may be limited to single damages. | Survives as contractual; multiple damages not available after death. |
| Does fraud survive Marino’s death? | Kraft: fraud premised on inducing breach; may survive under survival statute. | Fraud abates; not within survival enumerations. | Fraud does not survive. |
| Does Kraft’s unjust enrichment claim survive against the estate? | Kraft: estate currently retains Kraft’s funds and should be liable. | Unjust enrichment targeted at estate does not fit survival framework. | Unjust enrichment claim not subject to survival; no survival issue. |
Key Cases Cited
- United States v. Bestfoods, 524 U.S. 51 (1998) (piercing the corporate veil doctrine applies to extended liability when appropriate)
- My Bread Baking Co. v. Cumberland Farms, Inc., 353 Mass. 614 (1968) (veil-piercing used to defeat fraud or injustice in corporate form)
- Gasior v. Massachusetts Gen. Hosp., 446 Mass. 645 (2006) (survival of contractual claims; punitive damages survival context)
- Rendek v. Sheriff of Bristol County, 440 Mass. 1017 (2003) (contractual vs. tort analysis for survival purposes)
- McStowe v. Bornstein, 377 Mass. 804 (1979) (survival of contract-based claims; tort distinctions overriden by substance)
- Anthony’s Pier Four, Inc. v. HBC Assocs., 411 Mass. 451 (1991) (contracts and unfair acts in 93A context)
- Milliken & Co. v. Duro Textiles, LLC, 451 Mass. 547 (2008) (begelfer 'business context' test for 93A § 11 applicability)
- Datacomm Interface, Inc. v. Computerworld, Inc., 396 Mass. 760 (1986) (classifies 93A claims as contractual, tort-based, or mixed)
- Slaney v. Westwood Auto, Inc., 366 Mass. 688 (1975) (93A damages framework and deterrence considerations)
- International Fid. Ins. Co. v. Wilson, 387 Mass. 841 (1983) (deterrence and settlement considerations in 93A § 11)