BORINI v. INFORM STUDIOS INC (2026)

Order, Supreme Court, New York County (Suzanne J. Adams, J.), entered June 21, 2024, which, to the extent appealed from as limited by the briefs, denied the motion of defendants Inform Studios Installer, Inc. (Installer), Block–Studio, Inc. (Block), and Patrick Eck to dismiss plaintiffs’ complaint as against them under CPLR 3211(a)(7), unanimously reversed, on the law, without costs, and the motion granted.  The Clerk is directed to enter judgment accordingly.

In November of 2017, plaintiffs entered into a written agreement with defendant Inform Studio, Inc. (Inform), a general contractor, for renovations to their apartment.  Defendant Eck, a licensed contractor and principal of Inform, signed the contract.  Eck is also a principal of defendants Installer and Block.  In October of 2023, plaintiffs commenced this action against Inform, Installer, Block, and Eck, asserting a claim for breach of contract as against all defendants.

The court should have granted the motion to dismiss the complaint as against defendants Installer, Block, and Eck. It is undisputed that the contract was only signed by plaintiffs and Eck as principal for Inform.  Thus, to impose liability on Installer, Block, and Eck, the complaint was required to allege a sufficient factual basis for piercing the corporate veil and finding alter-ego liability (see Array BioPharma, Inc. v. AstraZeneca AB, 184 A.D.3d 463, 464, 126 N.Y.S.3d 91 [1st Dept. 2020];  Remora Capital S.A. v. Dukan, 175 A.D.3d 1219, 1220, 110 N.Y.S.3d 14 [1st Dept. 2019]).

Even applying the requisite liberal construction to the pleadings, plaintiffs’ allegations fail to allege that Eck “exercised complete domination” of defendant corporations with respect to the transactions at issue and that “such domination was used to commit a fraud or wrong against [plaintiffs] which resulted in [their] injury” (Matter of Morris v State Dept. of Taxation & Fin., 82 N.Y.2d 135, 141, 603 N.Y.S.2d 807, 623 N.E.2d 1157 [1993]).  The complaint contains only conclusory allegations, reciting several factors supporting veil piercing, made solely upon plaintiffs’ “information and belief” (see 501 Fifth Ave. Co. LLC v. Alvona LLC., 110 A.D.3d 494, 973 N.Y.S.2d 137 [1st Dept. 2013];  see also Cortlandt St. Recovery Corp. v. Bonderman, 226 A.D.3d 103, 104, 207 N.Y.S.3d 52 [1st Dept. 2024], affd ––– N.Y.3d ––––, ––– N.Y.S.3d ––––, ––– N.E.3d ––––. 2025 N.Y. Slip Op. 07078, 2025 WL 3670592 [2025]).

Although the record shows that the corporate defendants are connected, as they share a common address and a common principal, plaintiffs have failed to show complete domination and control (see Sass v TMT Restoration Consultants Ltd., 100 A.D.3d 443, 443, 953 N.Y.S.2d 574 [1st Dept. 2012];  Fantazia Intl. Corp. v. CPL Furs N.Y., Inc., 67 A.D.3d 511, 512, 889 N.Y.S.2d 28 [1st Dept. 2009]).  Plaintiffs’ proffered evidence demonstrated that Eck was a licensed contractor who acted on behalf of the corporate defendants.  However, “by definition, a corporation acts through its officers and directors” (East Hampton Union Free School Dist. v Sandpebble Bldrs., Inc., 16 N.Y.3d 775, 776, 919 N.Y.S.2d 496, 944 N.E.2d 1135 [2011]).  Thus, allegations and proof that Eck, a principal for all the corporate defendants, dealt with plaintiffs and represented the corporations are insufficient to pierce Inform's corporate veil (see J. Carey Smith 2019 Irrevocable Trust v 11 W. 12 Realty LLC, 240 A.D.3d 432, 433, 240 N.Y.S.3d 1 [1st Dept. 2025];  Springut Law PC v. Rates Tech. Inc., 157 A.D.3d 645, 646, 70 N.Y.S.3d 14 [1st Dept. 2018]).

Moreover, the complaint lacks any allegations that Eck perpetrated “a wrong or injustice” against plaintiffs (see Morris, 82 N.Y.2d at 142, 603 N.Y.S.2d 807, 623 N.E.2d 1157).  Therefore, plaintiffs’ breach of contract claim, without more, does not warrant piercing the corporate veil (see Skanska USA Bldg. Inc. v Atlantic Yards B2 Owner, LLC, 146 A.D.3d 1, 12, 40 N.Y.S.3d 46 [1st Dept. 2016], affd 31 N.Y.3d 1002, 74 N.Y.S.3d 805, 98 N.E.3d 720 [2018]).  Plaintiffs have not raised claims for fraud or similar wrongdoing, nor have plaintiffs alleged that Installer and Block were not legitimate subcontractor businesses, that they were created for the improper purpose of preventing plaintiffs from enforcing the contract, or that corporate funds were diverted to those entities to render Inform judgment proof (see World Wide Packaging, LLC v Cargo Cosmetics, LLC, 193 A.D.3d 442, 442–443, 144 N.Y.S.3d 41 [1st Dept 2021]).  Under these circumstances, plaintiffs failed to state a claim for breach of contract as against Installer, Block, and Eck (see Remora Capital S.A. v. Dukan, 175 A.D.3d 1219, 1220, 110 N.Y.S.3d 14 [1st Dept. 2019]), and “the hope that something will turn up in discovery is an insufficient basis to deny the motion to dismiss” (Yovich v. Montefiore Nyack Hosp., 212 A.D.3d 425, 426, 181 N.Y.S.3d 241 [1st Dept. 2023]).