Serio v. Baystate Properties, LLC
60 A.3d 475
Md. Ct. Spec. App.2013Background
- Baystate sued Serio personally for debts of Serio Investments under a contract; trial occurred after withdrawal of Serio’s counsel on the trial date; court held Serio personally liable despite lack of fraud finding; Baystate sought to pierce the LLC veil; Baystate and Serio Investments executed a waiver stating no personal liability; Serio Investments funded payments from its account; Serio filed for bankruptcy after the trial; decision affirmed in part and reversed in part.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether trial court abused discretion by allowing withdrawal on trial day without continuance | Serio; Harleston failed ethically and withdrawal harmed Serio | Serio asserts meaningful opportunity to obtain substitute counsel was denied | No abuse of discretion; continuance not required under circumstances |
| Whether the court erred in piercing Serio Investments’ veil to hold Serio personally liable | Baystate argues paramount equity justifies piercing | Serio asserts no fraud; estoppel and lack of fraud bar piercing | Abuse of discretion to pierce; no personal liability |
| Whether there was an enforceable express waiver of personal liability between Baystate and Serio Investments | Waiver shows no personal liability | Waiver should bar personal liability claims | Waiver did not require court to pierce LLC veil; claims reversed accordingly |
Key Cases Cited
- Das v. Das, 133 Md.App. 1 (Md. Ct. Spec. App. 2000) (abuse of discretion standard for withdrawal continuances)
- Thanos v. Mitchell, 220 Md. 389 (Md. 1959) (abuse of discretion in withdrawal decisions)
- Bart Arconti & Sons, Inc. v. Ames-Ennis, Inc., 275 Md. 295 (Md. 1975) (limits on piercing corporate veil; paramount equity exceptional)
- Residential Warranty v. Bancroft Homes Greenspring Valley, Inc., 126 Md.App. 294 (Md. Ct. App. 1999) (limits on piercing for alter ego; equity not fraud)
- Hildreth v. Tidewater, 378 Md. 724 (Md. 2003) (paramount equity and veil piercing narrow; fraud required)
- Travel Committee, Inc. v. Pan American World Airways, Inc., 91 Md.App. 123 (Md. Ct. App. 1992) (veil piercing in absence of fraud not favored)
- Turner v. Turner, 147 Md.App. 350 (Md. Ct. App. 2002) (corporate estoppel; business-to-business context limits piercing)