On Command Video Cor v. Samuel Roti, 705 F.3d 267

OCV supplied in-room video services to Holiday Inn Hillside and sought to pierce the corporate veil to reach owner Samuel Roti for Markwell Properties' debt.
Markwell Hillside purchased the hotel; Markwell Properties substituted in the contract as the counterparty, but ownership never transferred and Markwell Hillside retained control.
Markwell Properties had few assets; Markwell Hillside was in bankruptcy shortly after contract execution; invoices were paid by Markwell Hillside’s payments.
OCV obtained a Colorado breach-of-contract judgment against Markwell Properties; in the federal case in Chicago, OCV sought to enforce that judgment against Roti personally.
The district court granted summary judgment on veil-piercing but dismissed OCV’s fraud claim; the court later treated the veil-piercing judgment as a final judgment under Rule 54(b) after dismissing the fraud claim without prejudice to refile.
The Seventh Circuit held that Illinois law permits veil piercing, that the district court erred in piercing the veil here, and reversed the judgment on the veil-piercing claim, directing dismissal with prejudice; the fraud claim remains unrelated to this ruling.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether OCV may pierce the Illinois veil to impose personal liability on Roti.	OCV argues Roti used Markwell Properties to thwart creditors and shield assets.	Roti contends no proper abuse or misapplication of the corporate form is shown.	Veil piercing fails; Roti not personally liable.
Whether the two claims (veil piercing and fraud) are sufficiently separable for a final judgment on one to be appealable.	OCV contends the veil-piercing claim is standalone for finality.	Roti argues the claims overlap so closely that final disposition should not be separable.	The claims are sufficiently distinct; Rule 54(b) final judgment proper on veil-piercing.
Whether Markwell Properties was properly substituted for Markwell Hillside and whether reliance on Markwell Properties’ solvency was justified.	OCV relied on the contract and substitution without due diligence.	Roti asserts substitution and solvency discussions were appropriate; misrepresentation not shown.	Substitution shielded assets of Markwell Hillside; no personal enrichment by Roti established.
Whether the district court correctly dismissed OCV’s fraud claim in this appeal.	Fraud claim raised triable issues in district court.	fraud claim can be pursued separately; depends on disclosure during negotiations.	Fraud claim remains to be pursued in district court; not resolved on this appeal.

Wachovia Sec., LLC v. Banco Panamericano, Inc., 674 F.3d 743 (7th Cir. 2012) (piercing the veil under Illinois law; two-condition test for piercing)
Hystro Prods., Inc. v. MNP Corp., 18 F.3d 1383 (7th Cir. 1994) (examples of wrongful conduct justifying veil piercing)
Arrow Gear Co. v. Downers Grove Sanitary Dist., 629 F.3d 633 (7th Cir. 2010) (final judgment under Rule 54(b) proper when claims dismissed with leave to refile)
Indiana Harbor Belt R.R. Co. v. American Cyanamid Co., 916 F.2d 1174 (7th Cir. 1990) (separability of claims for appealability purposes)
In re Xonics Photochemical, Inc., 841 F.2d 198 (7th Cir. 1988) (sideways piercing; piercing a sister entity's assets)
Main Bank of Chicago v. Baker, 427 N.E.2d 94 (Ill. 1981) (illustrates piercing considerations under Illinois law)
Fiumetto v. Garrett Ents., Inc., 749 N.E.2d 992 (Ill. App. 2001) (veil piercing considerations under Illinois law)
Sea-Land Servs., Inc. v. Pepper Source, 941 F.2d 519 (7th Cir. 1991) (illustrates piercing and corporate separateness)
Browning-Ferris Indus. v. Ter Maat, 195 F.3d 953 (7th Cir. 1999) (Illinois consideration of reliance and misrepresentation)
Semande v. Estes, 871 N.E.2d 268 (Ill. App. 2007) ( Ill. Appellate guidance on veil concepts)