SOLEIL CHARTERED BANK v. BRETON EQUITY COMPANY CORP (2026)

Order, Supreme Court, New York County (Kathleen Waterman–Marshal, J.), entered on or about November 19, 2025, which, to the extent appealed from as limited by the briefs, granted defendant Ted Doukas's motion to dismiss the complaint as against him, unanimously affirmed, with costs.

The court properly declined to find that Doukas is the alter ego of defendant Breton Equity Company Corp. and that piercing the corporate veil is warranted to hold Doukas personally liable for Breton Equity's indemnity obligation.  The complaint's conclusory, information-and-belief allegation that Doukas exercised dominion and control over Breton Equity is insufficient to support alter ego liability (see Board of Mgrs. of Gansevoort Condominium v. 325 W. 13th, LLC, 121 A.D.3d 554, 554, 993 N.Y.S.2d 901 [1st Dept. 2014] ).

Even assuming the complaint sufficiently alleged that Doukas exercised dominion and control over Breton Equity, this sole allegation is insufficient to pierce the corporate veil (see TNS Holdings, Inc. v. MKI Sec. Corp., 92 N.Y.2d 335, 339, 680 N.Y.S.2d 891, 703 N.E.2d 749 [1998];  see also Sutton 58 Assoc.  LLC v. Pilevsky, 189 A.D.3d 726, 729, 137 N.Y.S.3d 359 [1st Dept. 2020] ).  The complaint alleges on information and belief and in conclusory fashion that Doukas misused or moved Breton Equity funds, and does not state how the alleged abuse of the corporate form was for the purpose of avoiding the obligation to indemnify, or how Doukas's domination was the instrument of fraud (see Sheridan Broadcasting Corp. v. Small, 19 A.D.3d 331, 332, 798 N.Y.S.2d 45 [1st Dept. 2005];  see also Olshan Frome Wolosky, LLP v. Kestenbaum, 244 A.D.3d 490, 492, 248 N.Y.S.3d 16 [1st Dept. 2025] ).  Absent more particularized statements (see Sheridan Broadcasting Corp., 19 A.D.3d at 332, 798 N.Y.S.2d 45), the wrong or injury alleged is essentially that Breton Equity breached its contract in failing to indemnify plaintiff, and “a simple breach of contract, without more, does not constitute a fraud or wrong warranting the piercing of the corporate veil” (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] [internal quotation marks omitted], affd 31 N.Y.3d 1002, 98 N.E.3d 720 [2018] ).