Broadridge Securities Processing Solutions, LLC v. Khashoggi , 507 F. App'x 57 ( 2013 )

11-4328-cv
Broadridge Sec. Processing Solutions, LLC v. Khashoggi
UNITED STATES COURT OF APPEALS
FOR THE SECOND CIRCUIT
SUMMARY ORDER
RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1,
2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1.
WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN
ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON
ANY PARTY NOT REPRESENTED BY COUNSEL.
1 At a stated term of the United States Court of Appeals
2 for the Second Circuit, held at the Thurgood Marshall United
3 States Courthouse, 40 Foley Square, in the City of New York,
4 on the 7th day of January, two thousand thirteen.
5
6 PRESENT: RICHARD C. WESLEY,
7 PETER W. HALL,
8 GERARD E. LYNCH,
9 Circuit Judges.
10
11
12 BROADRIDGE SECURITIES
13 PROCESSING SOLUTIONS, LLC,
14
15 Plaintiff-Appellee,
16
17 v. 11-4328-cv
18
19 ADNAN KHASHOGGI,
20
21 Defendant-Appellant.
22
23 FOR APPELLANT: GEORGE B. NEWHOUSE, JR. (Stephen D.
24 Svetich, on the brief), Brown White &
25 Newhouse, LLP, Los Angeles, CA.
26
27 FOR APPELLEE: GAIL R. ZWEIG (Howard B. Levi, on the
28 brief), Levi Lubarsky & Feigenbaum, LLP,
29 New York, NY.
30
31
32
1 Appeal from the United States District Court for the
2 Southern District of New York (Holwell, J.).
3
4 UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED
5 AND DECREED that the September 29, 2011 final judgment
6 entered in the United States District Court for the Southern
7 District of New York (Holwell, J.) is AFFIRMED.
8 Defendant-Appellant Adnan Khashoggi (“Khashoggi”)
9 appeals the district court’s decision to pierce the
10 corporate veil and hold him personally liable for the debts
11 of Ultimate Holdings (“Ultimate”) following a three-day
12 bench trial. We assume the parties’ familiarity with the
13 facts, the procedural history of the case, and the issues on
14 appeal.
15 “New York law requires the party seeking to pierce a
16 corporate veil to make a two-part showing: (i) that the
17 owner exercised complete domination over the corporation
18 with respect to the transaction at issue; and (ii) that such
19 domination was used to commit a fraud or wrong that injured
20 the party seeking to pierce the corporate veil.” Am. Fuel
21 Corp. v. Utah Energy Dev. Co., Inc., 122 F.3d 130, 134 (2d
22 Cir. 1997) (citing Morris v. New York State Dep’t of
23 Taxation & Fin., 82 N.Y.2d 135, 141 (1993)). We have
2
1 previously enumerated ten factors that New York courts use
2 to determine whether complete control exists, and no single
3 factor is decisive. See Wm. Passalacqua Builders, Inc. v.
4 Resnick Developers S. Inc., 933 F.2d 131, 139 (2d Cir.
5 1991). Here, the district court thoroughly reviewed the
6 record and concluded that Khashoggi exercised dominion and
7 control across several of those factors and that the control
8 proximately caused Plaintiff-Appellee an unjust injury. For
9 substantially the same reasons, we agree.
10 Khashoggi also argues that the district court erred in
11 holding him personally liable for the actions of Ramy El-
12 Batrawi, Ultimate’s agent. We disagree. First, the
13 district court did not err in concluding that El-Batrawi
14 acted on behalf of Khashoggi. See Herbert Constr. Co. v.
15 Cont’l Ins. Co., 931 F.2d 989, 993 (2d Cir. 1991)
16 (summarizing New York agency law). But even assuming that
17 El-Batrawi acted on behalf of Ultimate and not Khashoggi,
18 this is a distinction without a difference in this case.
19 See, e.g., Horizon Inc. v. Wolkowicki, 55 A.D.3d 337, 338
20 (1st Dep’t 2008).
21
22
3
1 We have considered Appellant’s remaining arguments and,
2 after a thorough review of the record, find them to be
3 without merit.
4 For the foregoing reasons, the judgment is AFFIRMED.
5
6 FOR THE COURT:
7 Catherine O’Hagan Wolfe, Clerk
8
9
4