Pacific Gulf Shipping Co. v. Vigorous Shipping & Trading Sa ( 2021 )

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
PACIFIC GULF SHIPPING CO.; No. 20-35159
MICHAEL ELSE & COMPANY LTD.,
Plaintiffs-Appellants, D.C. No.
3:18-cv-02076-
v. MO
VIGOROUS SHIPPING & TRADING
S.A.; BLUE WALL SHIPPING LTD., OPINION
Defendants-Appellees,
and
ADAMASTOS SHIPPING & TRADING
S.A.; PHOENIX SHIPPING & TRADING
S.A.; THALASSA HOLDINGS S.A.;
ALASTOR MARINE S.A.; GEORGE
GOURDOMICHALIS; EFSTATHIOS
GOURDOMICHALIS,
Defendants.
Appeal from the U.S. District Court
for the District of Oregon
Michael W. Mosman, District Judge, Presiding
2 PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING
Submitted March 5, 2021 *
Portland, Oregon
Filed March 29, 2021
Before: Danny J. Boggs, ** Richard A. Paez, and
Paul J. Watford, Circuit Judges.
Opinion by Judge Boggs
*
The panel unanimously concludes that this case is suitable for
decision without oral argument. See Fed. R. App. P. 34(a)(2).
**
The Honorable Danny J. Boggs, Circuit Judge of the United States
Court of Appeals for the Sixth Circuit, sitting by designation.
PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING 3
SUMMARY ***
Admiralty
The panel affirmed the district court’s partial dismissal
and partial summary judgment in favor of the defendants in
an admiralty action alleging successor and alter-ego liability.
Pacific Gulf Shipping Co., in possession of an arbitral
award against Adamastos Shipping, sought to collect from
Vigorous Shipping & Trading S.A. and Blue Wall Shipping
Ltd. on the grounds that they were either successors or alter-
egos of Adamastos. The district court dismissed the
successor-liability claim and granted summary judgment to
Vigorous and Blue Wall on the alter-ego claim.
The panel held that Pacific Gulf had Article III standing
because, even if Adamastos ultimately owed Pacific Gulf no
damages, Pacific Gulf at least suffered a concrete,
particularized injury in arbitration costs.
The panel affirmed the district court’s dismissal for
failure to state a claim of Pacific Gulf’s claim based on
successor liability. Applying federal common law, and
joining other circuits, the panel held that maritime law
requires a transfer of all or substantially all of the
predecessor’s assets to the alleged successor before
successor liability will be imposed on that alleged successor.
Affirming the district court’s summary judgment in
favor of the defendants on the alter-ego claim, the panel held
***
This summary constitutes no part of the opinion of the court. It
has been prepared by court staff for the convenience of the reader.
4 PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING
that to pierce the corporate veil, a party must show that
(1) the controlling corporate entity exercises total dominion
of the subservient corporation, to the extent that the
subservient corporation manifests no separate corporate
interests of its own; (2) injustice will result from recognizing
the subservient entity as a separate entity; and (3) the
controlling entity had a fraudulent intent or an intent to
circumvent statutory or contractual obligations. Indicia used
to determine whether to pierce the corporate veil include
(1) disregarding corporate formalities such as, for example,
in issuing stock, electing directors, or keeping corporate
records; (2) capitalization that is inadequate to ensure that
the business can meet its obligations; (3) putting funds into
or taking them out of the corporation for personal, not
corporate, purposes; (4) overlap in ownership, directors,
officers, and personnel; (5) shared office space, address, or
contact information; (6) lack of discretion by the allegedly
subservient entity; (7) dealings not at arms-length between
the related entities; (8) the holding out by one entity that it is
responsible for the debts of another entity; and (9) the use of
one entity’s property by another entity as its own. Viewing
the record as a whole, the panel agreed with the district court
that there was insufficient evidence to support a finding that
either Blue Wall or Vigorous was operated as an alter-ego of
Adamastos.
PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING 5
COUNSEL
George M. Chalos and Briton P. Sparkman, Chalos & Co.
P.C., Oyster Bay, New York, for Plaintiffs-Appellants.
Keith B. Letourneau and Zachary R. Cain, Blank Rome LLP,
Houston, Texas; M. Christie Helmer and Ian M. Christy,
Miller Nash Graham & Dunn LLP, Portland, Oregon; for
Defendant-Appellee Vigorous Shipping & Trading S.A.
Bruce G. Paulsen and Brian P. Maloney, Seward & Kissel
LLP, New York, New York; Michael E. Haglund and Eric J.
Brickenstein, Haglund Kelley LLP, Portland, Oregon; for
Defendant-Appellee Blue Wall Shipping Ltd.
OPINION
BOGGS, Circuit Judge:
In this admiralty case, appellant Pacific Gulf, in
possession of an arbitral award against Adamastos Shipping,
tried to collect from appellees Blue Wall and Vigorous
Shipping on the grounds that they are either successors to or
alter-egos of Adamastos. The district court dismissed the
successor-liability claim and granted summary judgment to
Blue Wall and Vigorous on the alter-ego claim. We have
jurisdiction under 28 U.S.C. § 1291, and we affirm.
I
Brothers George and Efstathios Gourdomichalis operate
cargo vessels through their company Phoenix Shipping.
Pacific Gulf chartered the M/V Adamastos, operated by
6 PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING
Phoenix, from Adamastos, 1 in which the brothers were also
officers. Another company, Intergis, subchartered the
Adamastos from Pacific Gulf. Yet another company,
Marubeni, further subchartered her from Intergis to transport
soybeans to China.
But the Adamastos had a number of problems. Port
inspectors at São Francisco, Brazil, found more than
40 defects on the vessel, and, while in port, she broke free of
her moorings and ran aground. Phoenix canceled the
insurance on the Adamastos and abandoned her and her
cargo in Brazil. Liability traveled up the charterparty chain,
and Pacific Gulf—or, rather, its insurer and subrogee,
Michael Else & Co. (“MECO”)—was left holding the bag.
Pacific Gulf brought arbitration proceedings in England and
won an award after Adamastos failed to respond.
The Gourdomichalis brothers were also shareholders,
directors, and officers at Blue Wall, whose fleet of eight
cargo vessels Phoenix also operated. One of those vessels
was the M/V Vigorous, which Blue Wall held indirectly
through its wholly owned subsidiary Vigorous. Pacific Gulf,
unable to collect from the severely undercapitalized
Adamastos, instead sought to enforce its award against Blue
Wall and Vigorous on the grounds that the brothers dominate
and control Blue Wall and Vigorous as part of a single
enterprise that includes Adamastos. 2
1
The vessels in this case are each owned by a corporation sharing
its name with the vessel. To distinguish them, we italicize references to
the vessels and refer to the corporations in roman type.
2
We note that this particular suit isn’t Pacific Gulf’s first broadside
against the appellees. In 2015, it had the Vigorous arrested in South
Africa, whose courts dismissed Pacific Gulf’s allegations as groundless.
PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING 7
In 2018, Pacific Gulf attached the Vigorous while she
was in port on the Oregon side of the Columbia River.
Posting $9.5 million security for the release of the Vigorous,
the appellees moved to dismiss the verified complaint—as
well as its first, second, and third amendments. The district
court let the case proceed to discovery, in which well over
100,000 pages of documents were disclosed and at least a
dozen depositions taken.
In January 2020, the district court disposed of the case in
favor of the appellees. After oral argument, it first dismissed
Pacific Gulf’s claim based on successor liability. After
additional argument two weeks later, the court granted
summary judgment to Blue Wall and Vigorous, observing
that Pacific Gulf had “come back largely empty handed”
from its extensive discovery expedition.
This timely appeal follows.
II
Besides arguing for affirmance, Blue Wall and Vigorous
raise a jurisdictional challenge: that Pacific Gulf lacks
Article III standing because it did not suffer an injury. A
federal court must satisfy itself of its jurisdiction to hear a
case, McGee v. S-L Snacks Nat’l, 982 F.3d 700, 705 n.2 (9th
Cir. 2020), so we briefly address the appellees’ challenge.
According to the appellees, MECO satisfied Pacific
Gulf’s liability by exchanging internal credit and debit notes
on its books (Intergis, the company that had subchartered the
Adamastos from Pacific Gulf, was also insured by MECO).
Pacific Gulf also attached another of Blue Wall’s fleet, the M/V
Fearless, in the Southern District of Texas. The resulting litigation is still
ongoing there.
8 PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING
So Pacific Gulf never paid any cash to Intergis for its
liabilities from the Adamastos incident. And Pacific Gulf has
since withdrawn from the insurance pool, so it will not pay
higher premiums. Thus, the appellees say, there is no
concrete injury to Pacific Gulf. And because MECO is
Pacific Gulf’s subrogee, it could only recover what Pacific
Gulf could—which is nothing. Furthermore, MECO cannot
recover the payments it made to settle Marubeni’s claims
against Intergis because Intergis was never in privity with
Adamastos.
But Pacific Gulf’s arbitral award refutes the appellees’
basic premise. Even if Adamastos ultimately owes Pacific
Gulf no damages, Pacific Gulf is still out at least £5,530 in
arbitration costs—plus interest. Peanuts, maybe, compared
to the $18.5 million relief at stake, but a concrete,
particularized injury nonetheless. See Uzuegbunam v.
Preczewski, No. 19-968, slip op. at 9 (U.S. Mar. 8, 2021)
(“Despite being small, nominal damages are certainly
concrete.”).
Because Pacific Gulf has standing, we need not
determine whether MECO separately has standing. Council
of Ins. Agents & Brokers v. Molasky-Arman, 522 F.3d 925,
932–33 (9th Cir. 2008).
III
We now consider Pacific Gulf’s claim based on
successor liability. 3 We review de novo a dismissal for
failure to state a claim. Knievel v. ESPN, 393 F.3d 1068,
3
Going forward, we refer to the appellants collectively as “Pacific
Gulf” because MECO maintains the same position as Pacific Gulf and
there is no practical reason to consider them separately.
PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING 9
1072 (9th Cir. 2005). We “accept all factual allegations in
the complaint as true and construe the pleadings in the light
most favorable to the nonmoving party.” Ibid. But
conclusory legal allegations are “not entitled to the
assumption of truth.” Ashcroft v. Iqbal, 556 U.S. 662, 679
(2009). Rather, legal conclusions “must be supported by
factual allegations.” Ibid.Sitting in admiralty, we apply the federal common law
in examining corporate identity. Chan v. Soc’y Expeditions,
Inc., 123 F.3d 1287, 1294 (9th Cir. 1997).
Transfer of all or substantially all a corporation’s assets
is a prerequisite to a finding of successor liability. The First
Circuit observed in Carreiro v. Rhodes Gill & Co., 68 F.3d
1443, 1448 (1st Cir. 1995), that “successor liability in
general, and the ‘mere continuation’ and ‘de facto merger’
exceptions in particular, are always discussed and analyzed
in the context of inter-corporate asset transfers.” Pacific Gulf
asserts that “the theory of successor liability recovery is not
so narrow” as to require asset transfer as an element, but it
cites no legal support for that proposition. Indeed, the First
Circuit found only three decisions in which “a litigant sought
to impose successor liability in the absence of an asset
transfer,” all three of which held that “asset transfer was an
essential prerequisite to successor liability.” Ibid. And in our
own research of post-Carreiro decisions, we have found
several cases in accord and none in disagreement. See, e.g.,
Nat’l Soffit & Escutcheons, Inc. v. Superior Sys., Inc.,
98 F.3d 262, 266 (7th Cir. 1996) (applying state law); Per-
Co, Ltd. v. Great Lakes Factors, 299 F. App’x 559, 562 (6th
Cir. 2008) (applying Ohio law); Premier Cap., LLC v. KMZ,
Inc., 984 N.E.2d 286, 292–93 (Mass. 2013). We join these
courts in holding that maritime law too requires a transfer of
all or substantially all of the predecessor’s assets to the
10 PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING
alleged successor before successor liability will be imposed
on that alleged successor.
Pacific Gulf has failed to plead that essential fact. Pacific
Gulf made only a conclusory allegation that Blue Wall and
its subsidiaries “comprise successor corporate business
entities of” Adamastos. It alleged no transfer of any assets
(let alone all or substantially all) from Adamastos to Blue
Wall or its subsidiaries. Because Pacific Gulf failed to plead
a factual prerequisite to corporate successorship, the district
court correctly dismissed the claim based on that theory.
IV
We also agree with the district court that Pacific Gulf’s
discovery revealed nothing to allow a reasonable juror to
rule in its favor on the alter-ego theory.
A
We review de novo a grant of summary judgment. Szajer
v. City of Los Angeles, 632 F.3d 607, 610 (9th Cir. 2011). If
the nonmovant bears the burden of persuasion on the
ultimate issue, the movant may make its required initial
showing that there is no genuine dispute of material fact,
Fed. R. Civ. P. 56(c)(1)(A), by demonstrating that “there is
an absence of evidence to support the non-moving party’s
case.” In re Oracle Corp. Sec. Litig., 627 F.3d 376, 387 (9th
Cir. 2010). The burden of production then shifts to the
nonmovant, who must “go beyond the pleadings and by her
own affidavits, or by the ‘depositions, answers to
interrogatories, and admissions on file,’ designate ‘specific
facts showing that there is a genuine issue for trial.’” Celotex
Corp. v. Catrett, 477 U.S. 317, 324 (1986) (quoting former
Fed. R. Civ. P. 56(e) (1963)). The nonmovant’s burden of
production at this point “is not a light one”—it “must show
PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING 11
more than the mere existence of a scintilla of evidence” or
“some ‘metaphysical doubt’ as to the material facts at issue.”
Oracle Sec. Litig., 627 F.3d at 387 (quoting Matsushita Elec.
Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986)).
It “must come forth with evidence from which a jury could
reasonably render a verdict in the non-moving party’s
favor,” assuming that “all justifiable inferences are . . .
drawn in its favor.” Ibid.B
To pierce the corporate veil, a party must show that
(1) “the controlling corporate entity exercise[s] total
domination of the subservient corporation, to the extent that
the subservient corporation manifests no separate corporate
interests of its own,” Chan, 123 F.3d at 1294 (quoting
Kilkenny v. Arco Marine Inc., 800 F.2d 853, 859 (9th Cir.
1986)), (2) “injustice will result from recognizing [the
subservient entity] as a separate entity,” M/V Am. Queen v.
San Diego Marine Constr. Corp., 708 F.2d 1483, 1489 (9th
Cir. 1983), and (3) the controlling entity “had a fraudulent
intent or an intent to circumvent statutory or contractual
obligations,” ibid. Whether these elements are established is
a fact-intensive inquiry, requiring the court to consider the
totality of the record and circumstances. See Seymour v. Hull
& Moreland Eng’g, 605 F.2d 1105, 1112–13 (9th Cir. 1979)
(thoroughly examining the record to review the district
court’s decision not to pierce the corporate veil).
A review of the case law and scholarly literature reveals
a number of indicia that courts have used to determine
whether to pierce the corporate veil. See generally Wm.
Passalacqua Builders, Inc. v. Resnick Devs. S., Inc.,
933 F.2d 131, 139 (2d Cir. 1991); Associated Vendors, Inc.
v. Oakland Meat Co., 26 Cal. Rptr. 806, 813–15 (Ct. App.
1962); David H. Barber, Piercing the Corporate Veil,
12 PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING
17 Willamette L. Rev. 371, 372–75 (1981). These indicia
include (1) disregarding corporate formalities such as, for
example, in issuing stock, electing directors, or keeping
corporate records; (2) capitalization that is inadequate to
ensure that the business can meet its obligations; (3) putting
funds into or taking them out of the corporation for personal,
not corporate, purposes; (4) overlap in ownership, directors,
officers, and personnel; (5) shared office space, address, or
contact information; (6) lack of discretion by the allegedly
subservient entity; (7) dealings not at arms-length between
the related entities; (8) the holding out by one entity that it is
responsible for the debts of another entity; and (9) the use of
one entity’s property by another entity as its own. See
Seymour, 605 F.2d at 1110 n.4; Wm. Passalacqua, 933 F.2d
at 139. This list is, of course, nonexhaustive.
But the mere presence of some of these indicia is not
dispositive, nor is it necessarily enough to survive summary
judgment. For example, we held in Chan that, without more,
a single person’s common ownership of three corporations
was insufficient to prove at trial that the corporations were
alter-egos. 123 F.3d at 1294. The Fifth Circuit has held that
indirect ownership of all of a corporation’s stock, a “number
of common officers and directors,” and “substantial control”
over an alleged subservient corporation’s “general policy
decisions” were insufficient to “establish a prima facie
showing of alter ego” because the entities also observed
corporate formalities and there was “no more [control] than
appropriate for a wholly-owned subsidiary.” Adm’rs of
Tulane Educ. Fund v. Ipsen, S.A., 450 F. App’x 326, 330–31
(5th Cir. 2011). Courts have also found that “superficial
indicia of interrelatedness” such as shared office space and
phone numbers are “not dispositive of the [alter-ego]
question,” instead looking to a corporation’s “practical
operation” as “more instructive.” E.g., Coastal States
PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING 13
Trading, Inc. v. Zenith Navigation, S.A., 446 F. Supp. 330,
334 (S.D.N.Y. 1977).
C
Pacific Gulf argues that the district court erred by
focusing on whether it had presented enough evidence to
dispute Blue Wall’s “corporate legitimacy.” Pacific Gulf
cites our invocation in Chan of Kirno Hill Corp. v. Holt,
618 F.2d 982, 985 (2d Cir. 1980), to claim that corporate
legitimacy is not a factor considered in the veil-piercing
analysis. Rather, Pacific Gulf claims that the applicable
standard is whether it has identified a genuine issue of
material fact about “whether the corporate form of the
Defendants Blue Wall and Vigorous Shipping was being
dominated and controlled by Defendants George and
Efstathios Gourdomichalis (and Phoenix Shipping).”
Appellants’ Br. 19.
Pacific Gulf is wrong in two respects. First, by focusing
on isolated language in Chan, it misses the other two parts
of the inquiry: injustice from failing to pierce the veil and ill
intent on the part of the dominating entity. It is true that the
Second Circuit employs a disjunctive rule allowing a
plaintiff to pierce the corporate veil with only a showing of
either domination and control or fraud. Kirno Hill, 618 F.2d
at 985; see also N. Tankers (Cyprus) Ltd. v. Backstrom,
967 F. Supp. 1391, 1398–401 (D. Conn. 1997) (reconciling
the Second Circuit’s case law on the point). But, as we stated
in American Queen, the Ninth Circuit has a conjunctive test:
there must be domination and control and injustice from not
piercing the veil and some form of ill intent. 708 F.2d
at 1489–90; see also Seymour, 605 F.2d at 1109–13 (first
articulating the three requirements to pierce the corporate
veil in the context of a labor dispute and applying them
conjunctively). So Chan did not remove the bad-intent
14 PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING
requirement—nor could it have, for a published panel
decision may only be displaced by the en banc court or the
Supreme Court. E. Bay Sanctuary Covenant v. Trump,
950 F.3d 1242, 1284 (9th Cir. 2020). We merely held in
Chan that the plaintiff there had shown neither domination
and control nor fraud and therefore could not pierce the veil.
123 F.3d at 1294. Our reference to the Second Circuit’s case
law had no precedential effect.
Second, even though Blue Wall’s corporate legitimacy is
not itself an element of the alter-ego inquiry, the district
court was correct to consider it. Evidence of illegitimacy
may create a genuine dispute of material fact about the intent
of an allegedly dominating entity. On the other hand, if the
only evidence produced is consistent with the behavior of the
vast number of legitimately operated businesses, an
inference of ill intent is not reasonable. Cf. Matsushita,
475 U.S. at 588 (holding that, on summary judgment,
antitrust plaintiffs “must show that the inference of
conspiracy is reasonable in light of the competing inferences
of independent action or collusive action that could not have
harmed” them).
D
Pacific Gulf’s claim is that the Gourdomichalises
dominated and controlled Blue Wall, Vigorous, and
Adamastos as parts of a single enterprise, so that all of them
should be treated as one. Therefore, for its award against
Adamastos to be enforceable against the appellees, Pacific
Gulf must show at least that the brothers dominated and
controlled either Blue Wall or Vigorous and used it for a
fraudulent purpose. Am. Queen, 708 F.2d at 1490. The
appellees met their initial burden of production by pointing
out the absence of evidence in the record demonstrating
either that the Gourdomichalis brothers dominate and
PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING 15
control the appellees or that the appellees were operated with
fraudulent intent. Thus, Pacific Gulf had the burden of
producing enough evidence to satisfy a reasonable juror that
those two propositions are true. Celotex, 477 U.S. at 324.
But much of the evidence Pacific Gulf cites has no
connection to Blue Wall or Vigorous at all. That evidence is
instead more relevant to the brothers’ connection to
Adamastos or Phoenix, which even the district court
assumed for the purpose of summary judgment.
Stripped to its relevant essentials, Pacific Gulf’s
resulting argument is that, because Blue Wall’s other
directors and shareholders exercised little oversight over the
brothers’ management of the company’s fleet and bank
accounts, the brothers dominated and controlled Blue Wall
and its subsidiaries, including Vigorous.
There are two problems with that argument. First, Pacific
Gulf’s evidence does not reasonably support the strong
inferences it draws. It frequently extrapolates from the
ignorance of a sole director on some point to the ignorance
of Blue Wall’s entire board.
Second, even assuming that Blue Wall’s board and
owners were completely ignorant of the shipping business
and left all the management and operation decisions to the
Gourdomichalises, there is not enough to show the required
element of fraud. As Pacific Gulf’s counsel conceded at oral
argument in the district court, it is not “suspicious and
uncommon” that the “board of directors [is not] involved in
the banking activity and the day-to-day operations of the
business.” Investors often do not care about the details of
business—they just invest their money with purported
experts and expect a good return. Mere evidence of common,
16 PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING
legitimate business conduct is not enough for a reasonable
inference of fraud.
Pacific Gulf tries to bolster its argument by pointing to
overlaps among the businesses. Of course, it is undisputed
that the operations of Blue Wall, Vigorous, and Adamastos
all involve the Gourdomichalis brothers. Nor is it disputed
that Adamastos, Phoenix, and Vigorous all shared the same
office or that Blue Wall and Phoenix had the same contact
information. But these facts, absent any evidence suggesting
wrongdoing, do not reasonably justify a finding of alter-ego.
See Chan, 123 F.3d at 1294; Tulane Educ. Fund, 450 F.
App’x at 330–31; Coastal States, 446 F. Supp. at 334.
Moreover, Pacific Gulf fails to dispute the evidence
presented by Blue Wall and Vigorous, which included a
report by an auditor finding no financial mismanagement
among Blue Wall, its subsidiaries, Phoenix, and Adamastos.
The auditor found no intermingling of funds and no raiding
of bank accounts. Even the few potential irregularities that
Pacific Gulf points to in Vigorous’s bank statements (three
payments to Giorgio Armani) were identified as payments
on behalf of the master of the Vigorous, whose salary was
reduced by those same amounts. Pacific Gulf points to no
specific evidence disputing the probity of Blue Wall and
Vigorous’s books, so we deem that fact undisputed. Fed. R.
Civ. P. 56(e)(2)–(3). 4
Viewing the record as a whole, we agree with the district
court that Pacific Gulf came away “empty handed” from
4
Pacific Gulf also points to apparent payments for personal goods
and services in Phoenix’s bank statements. But those payments too were
accounted for by the auditor’s report, making it unreasonable to infer that
the Gourdomichalis brothers were moving funds illicitly to Phoenix’s
accounts for their own personal use.
PACIFIC GULF SHIPPING V. VIGOROUS SHIPPING & TRADING 17
discovery. There is insufficient evidence to support a finding
that the Gourdomichalis brothers operated either Blue Wall
or Vigorous as an alter-ego of Adamastos, even after
drawing all reasonable inferences in favor of Pacific Gulf.
AFFIRMED.