Florsheim Shoe Company brings this appeal contending that Cluett, Peabody & Co., Inc. is liable for losses resulting from Lytton’s Corporation’s breach of a long standing concession agreement with Florsheim. Since 1958, Florsheim and Lytton’s participated in a concession agreement whereby Florsheim sold its shoes at Lytton’s retail stores. The agreement required that Lytton’s remit the sales proceeds generated by Florsheim’s shoes less its low cut. Apparently the joint venture worked well, as the parties extended the agreement several times with only minor alterations, continuously through March 31, 1984. Beginning in 1961, Cluett began to purchase Lytton’s outstanding stock and later acquired Lytton’s in its entirety by January, 1975. The concession arrаngement continued apace after Cluett acquired Lytton’s. On February 3, 1983, however, Cluett slipped out of the shoe business 1 and sold Lytton’s to LHLC Corporation pursuant to a leverage buy out agreement (“l.b.o.”) involving General Electric Credit Corporation.
Essentially, the l.b.o. was accomplished by pledging Lytton’s assets as security for an $11.4 million loan from General Electric. That money was then paid to Cluett as consideration for the sale of Lytton’s to LHLC. Florsheim was madе aware of the l.b.o. almost contemporaneously with the transaction through local and national press coverage. However, Florsheim continued to transact business with Lytton’s pursuant to the existing concession agreement without ever securing Lytton’s promise of continued performance by seeking assurances available under the U.C.C. See U.C.C. § 2-609 (1977).
Subsequently, Lytton’s breached the concession agreement by failing to remit payment to Florsheim for sales madе during March, 1984. On March 30, 1984, Lytton’s filed a voluntary petition for reorganization under Chapter XI of the United States Bankruptcy Code. Florsheim has filed a claim in the bankruptcy proceedings and is also a member of Lytton’s creditors committeе which is pursuing issues relevant to a fraudulent conveyance claim regarding Cluett’s l.b.o. transaction.
Florsheim commenced this action on August 7, 1984. Its complaint alleged that Lytton’s was a mere instrumentality or the alter ego of Cluett at the time of the Lb.o. transaction and thereby charged Cluett with responsibility for breach of the concession agreement. Judge Mills subsequently granted Cluett’s motion for summary judgment pursuant to Fed.R.Civ.P. 56(c), which Florsheim now appeals.
The Discovery Proceedings
Florsheim contests the disposition of its claim on a motion for summary judgment, alleging that it was not afforded adequate discovery to oppose the motion. Three months after filing suit, in November, 1984, Florsheim initiated its discovery proceedings by requesting the produсtion of certain documents to which Cluett responded on January 22, 1985. Although Florsheim contends that Cluett refused to produce such documentation, Florsheim’s own appellate brief and appendix indicate that as early as March 16, 1983, its credit department received an accountant’s report detailing Lytton’s capital structure at the time of the l.b.o. Moreover, despite the fact that in response to Cluett’s subsequent interrogatories, Florsheim had idеntified at least four individuals having knowledge of the facts underlying its alter ego theory, it failed to schedule or take any depositions and did not serve any interrogatories upon Cluett or Lytton’s throughout the course of this entire litigation.
However, Florsheim explains that it was unable to engage in adequate discovery because of the constant harassment engendered by Cluett’s consecutive mo *727 tions for summary judgment. The short answer to Florsheim’s self-professed dilemma is сontained in Fed.R.Civ.P. 56(f), which provides that:
When Affidavits are Unavailable. Should it appear from the affidavits of a party opposing the motion that he cannot for reasons stated present by affidavit facts essential to justify his opposition, the court may refuse the application for judgment or may order a continuance to permit affidavits to be obtained or depositions to be taken or discovery to be had or may make such order as is just.
While Florsheim requested the produсtion of documents establishing Lytton’s capitalization at the time of the l.b.o. and otherwise opposed Cluett’s motion by arguing the merits of its piercing claim, it failed to submit a Rule 56(f) affidavit in order to secure the additional discovery it now сlaims was vital to its case.
See Federal Deposit Insurance Corp. v. Meyer,
Moreover, despite Florsheim’s assertions to the contrary, it does not appear that it was prevented from pursuing adequate discovery. Unlike
Egger v. Phillips,
Finally, Florsheim contends that Cluett’s refusal to produce documents establishing Lytton’s capitalization at the time of the Lb.o. in February, 1983, prevented its response to Cluett’s motion for summary judgment. Florsheim cites our opinion in
Cedillo v. Int’l Assn. of Bridge & Structural Iron Workers, Local Union No. 1,
Piercing the Corporate Veil
Florsheim contends that Cluett may be held liable for Lytton’s breach of its concession agreement under a rather novel application of piercing the corporate veil. Although it is uncontested that Cluett divested itself from Lytton’s more than a year before the brеach, Florsheim argues that the elements necessary to pierce Lytton’s corporate veil should be examined at the time of the l.b.o. which Florsheim alleges caused Lytton's subsequent collapse. The difficulty with Florsheim’s position is two-fold. Initially, we make an observation which Florsheim’s appellate counsel rather unwittingly acknowledged during oral argument. It is apparent that Florsheim’s piercing theory is merely an attempting to shape what is obviously a fraudulеnt conveyance argument, regarding the l.b.o. transaction, into a cause of action distinct *728 from Lytton’s bankruptcy proceedings in order to collect one hundred cents on the dollar for its claim.
Moreover, even if we wеre inclined to allow Florsheim to make such an end-run around Lytton’s bankruptcy proceedings, which we are not, Florsheim’s continued insistence that Cluett must disprove the allegation that its l.b.o. transaction constituted a wrongful stripping of Lytton’s assets in order to prevail on its motion for summary judgment, simply fails to comport with direct Supreme Court precedent to the contrary. The Supreme Court’s opinion in
Celotex Corp. v. Catrett,
In clinging to its black letter position that it is the moving party, Cluett, who must establish the lack of a genuine issue regarding the material facts in order to prevail on a motion for summary judgment, Florsheim fails to comprehеnd the Court’s observation that:
where the nonmoving party fails to make a showing sufficient to establish the existence of an element essential to that party’s case, and on which that party will bear the burden of proof at trial ... therе can be ‘no genuine issue as to any material fact,’ since a complete failure of proof concerning an essential element of the nonmoving party’s case necessarily renders all other facts immaterial.
Id. Florsheim has failed to marshal anything more than mere conjecture in attempting to establish that Cluett’s Lb.o. involved a misuse of the corporate form necessary to pierce the corporate veil and hold Cluett resрonsible for Lytton’s default on the concession agreement.
Under Illinois law,
2
separate corporate existence is the rule to which piercing the corporate veil is a stringently applied exception.
See Van Dorn v. Future Chemical & Oil Corp.,
Florsheim has failed completеly in even attempting to establish that Cluett exercised the degree of control over Lytton’s as to render it a mere instrumentality and therefore the alter ego of Cluett. The defendant’s affidavits establish that it sold its interest in Lytton’s more than а year before Florsheim’s cause of action arose. Moreover, Cluett no longer had any directors or officers in common with Lytton’s as of the l.b.o. in February 1983. Yet, while admitting that Cluett divested itself from Lytton’s, Florsheim proffers nothing more thаn conjecture, speculating that if Cluett’s l.b.o. sale of Lytton’s constituted a stripping of its assets (i.e. a fraudulent conveyance) liability should be visited upon Cluett for Lytton’s subsequent default. Such guess work regarding whether or not
*729
the l.b.o. transaction was fraudulent, however, will not withstand a motion for summary judgment where Florsheim bears the heavy burden of establishing control and fraud in order to pierce Lytton’s corporate veil.
See Celotex,
For the foregoing reasons the judgment of the district court is
Affirmed.
Notes
. See Witzelsucht: "A morbid tendency to pun, make poor jokes, and tell pointless stories, while being inordinately entertained thereby____
. In a telephone conference with Magistrate Evans on July 27, 1986, the parties stipulated that Illinois law would apply to the piercing issue.