Broadridge Securities Processing Solutions, LLC v. Khashoggi

Present: RICHARD C. WESLEY, PETER W. HALL and GERARD E. LYNCH, Circuit Judges. summary order UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that the September 29, 2011 final judgment entered in the United States District Court for the Southern District of New York (Holwell, J.) is AFFIRMED. Defendant-Appellant Adnan Khashoggi (“Khashoggi”) appeals the district- court’s decision to pierce the corporate veil and hold him personally liable for the debts of Ultimate Holdings (“Ultimate”) following a three-day bench trial. We assume the párties’ familiarity with the facts, the procedural history of the case, and the issues on appeal. “New York law requires the party seeking to pierce a corporate veil to make a two-part showing: (i) that the owner exercised complete domination over the corporation with respect to the transaction at issue; and (ii) that such domination was used to commit a fraud or wrong that injured the party seeking to pierce the corporate veil.” Am. Fuel Corp. v. Utah Energy Dev. Co., Inc., 122 F.3d. 130, 134 (2d Cir.1997) (citing Morris v. New York State Dep’t of Taxation & Fin., 82 N.Y.2d 135, 141, 603 N.Y.S.2d 807, 623 N.E.2d 1157 (1993)). We have previously enumer *58 ated ten factors that New York courts use to determine whether complete control exists, and no single factor is decisive. See Wm. Passalacqua Builders, Inc. v. Resnick Developers S. Inc., 933 F.2d 131, 139 (2d Cir.1991). Here, the district court thoroughly reviewed the record and concluded that Khashoggi exercised dominion and control across several of those factors and that the control proximately caused Plaintiff-Appellee an unjust injury. For substantially the same reasons, we agree. Khashoggi also argues that the district court erred in holding him personally liable for the actions of Ramy El-Batrawi, Ultimate’s agent. We disagree. First, the district court did not err in concluding that El-Batrawi acted on behalf of Khashoggi. See Herbert Constr. Co. v. Cont’l Ins. Co., 931 F.2d 989, 993 (2d Cir.1991) (summarizing New York agency law). But even assuming that El-Batrawi acted on behalf of Ultimate and not Khashoggi, this is a distinction without a difference in this case. See, e.g., Horizon Inc. v. Wolkowicki 55 A.D.3d 337, 338, 865 N.Y.S.2d 195 (1st Dep’t 2008). We have considered Appellant’s remaining arguments and, after a thorough review of the record, find them to be without merit. For the foregoing reasons, the judgment is AFFIRMED.