KAHAN JEWELRY CORP v. David Yusupov, Defendant–Respondent. (2019)

Order, Supreme Court, New York County (Shirley Werner Kornreich, J.), entered April 16, 2018, which, to the extent appealed from as limited by the briefs, granted defendants' summary judgment motions to the extent of dismissing the claims against the individual defendants Yusupov and Aronov, unanimously affirmed, without costs.

To pierce the corporate veil and hold the individual defendants liable for a corporation's actions, plaintiffs were required to show that “(1) the [individual] owner[s] exercised complete domination over the corporation with respect to the transaction attacked, and (2) that such domination was used to commit a fraud or wrong against the plaintiff, resulting in plaintiff's injury” (First Capital Asset Mgt. v. N.A. Partners, 300 A.D.2d 112, 116, 755 N.Y.S.2d 63 [1st Dept. 2002] ).  Plaintiffs who seek to pierce the corporate veil “bear a heavy burden” (TNS Holdings v. MKI Sec. Corp., 92 N.Y.2d 335, 339, 680 N.Y.S.2d 891, 703 N.E.2d 749 [1998] ), which was not met here.

First, even if the court were to accept plaintiffs' contention that Aronov had complete domination over the corporate defendants, it would not allow plaintiffs to collect against Yusupov.  While plaintiffs argue extensively that defendant Aronov was the alter ego of Coin Dealer of 47th St. Inc. (Coin Dealer 47), they do not show or even attempt to argue that Yusupov abused the corporate form in any way or that he engaged in any affirmative fraudulent or wrongful actions.  The mere fact that Yusupov is the sole shareholder of Coin Dealer 47 is not sufficient to pierce the corporate veil as to this defendant (Skanska USA Bldg Inc. v. Atlantic Yards B2 Owner, LLC, 146 A.D.3d 1, 13, 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] ).

Nor has any claim for veil-piercing been established as to defendant Aronov, who was not an owner of either of the corporate defendants at the time of the alleged breach of contract.  While plaintiffs claim that Aronov fully dominated the corporate form by his control of the business transactions of the corporate defendants, they have not shown that such domination was abused in order to commit a fraud against plaintiffs, apart from the alleged breach of contract, which does not constitute a wrong warranting piercing the corporate veil (Skanska, 146 A.D.3d at 12, 40 N.Y.S.3d 46).